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 Legal Requirements 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, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, Obligation and each of their respective affiliates, Affiliates is hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Borrower, such 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, but not including trust accounts or premium 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, holder or affiliate, Affiliate to or for the credit or the account of the such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of such Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder or Affiliate 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 that subsequent holder or Affiliate 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; unmatured provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.6 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Company and 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 Legal Requirements 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, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor 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 the Borrower or such Guarantor or to any other PersonPerson (other than the 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, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lendersuch Lender hereunder, L/C Issuer, or subsequent holder the Letters of Credit 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, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (aA) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (bB) 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender (after obtaining 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 the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, 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, provisional or final, but not limited to, indebtedness evidenced excluding any account established by certificates of deposit, whether matured or unmatured, the Borrower as a fiduciary for another party) at any time held 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 or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due to that Lender, L/C Issuer, now or subsequent holder hereafter existing under the any Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Agent or subsequent holder such 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 under such Loan Documents and although said obligations and liabilities, or any of them, the Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 5.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender agrees promptly to notify the Borrower (with a copy to the 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. The rights and remedies of each Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and 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 Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice after obtaining the prior written consent of the Administrative Agent (which consent shall only be withheld for the purpose of preventing any triggering of any applicable “single action” laws), to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, 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 evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the 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, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer, the Swing Line Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and 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 and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the 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, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each 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 Lender to or for the credit or the account of the Borrower respective Loan Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations 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 Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender 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 unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; 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 Legal Requirements 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, Default each Lender, the L/C Issuer, Purchaser and its Affiliates are each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Note Party at any time or from time to timetime subject to the consent of the Requisite Purchasers (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Note Party 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 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 Purchaser to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Note Party against and on account of the Obligations then due of any Note Party to that Lender, L/C Issuer, or subsequent holder such Purchaser hereunder and under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan other Note Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Purchaser shall have made any demand hereunder or (b) the principal 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender Purchaser shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent Purchasers for further application in accordance with the provisions of Section 1.14 Sections 2.16 and 2.21 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative AgentPurchasers, the L/C Issuer and the Lenders and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent Purchasers a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Purchaser and its Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set off) that such Purchaser or its respective Affiliates may otherwise have; provided that upon the appointment of the Collateral Agent in accordance with the terms hereof, this Agreement and any other Note Document may be amended with the consent of the Required Purchasers and the Collateral Agent and no consent of Company shall be required in connection therewith.

Set-Off. In addition The Borrower gives and confirms to each Lender and each Issuer a right of set-off of all moneys, securities and other property of the Borrower (whether special, general or limited) and the proceeds thereof, at any rights now time delivered to remain with or hereafter granted under in transit in any manner to such Lender or Issuer, its correspondent or its agents from or for the Loan Documents Borrower, whether for safekeeping, custody, pledge, transmission, collection or applicable Legal Requirements otherwise or coming into possession of such Lender or Issuer in any way, and not by way of limitation also, any balance of any such rights, upon the occurrence of any Event of Default, with the prior written consent deposit accounts and credits of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationBorrower with, and each any and all claims of their respective affiliates, is hereby authorized security for the payment of the Liabilities owed by the Borrower and each Guarantor at any time to such Lender or from time to timeIssuer, without notice to contracted with or acquired by the Borrower Lender 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 depositIssuer, whether such liabilities and obligations be joint, several, absolute, contingent, secured, unsecured, matured or unmatured, and the Borrower authorizes such Lender or Issuer at any time or times, without prior notice, to apply such money, securities, other property, proceeds, balances, credits of claims, or any part of the foregoing, to such liabilities in whatever currency denominatedsuch amounts as it may select, but whether such Liabilities be contingent, unmatured or otherwise, and whether any collateral security therefor is deemed adequate or not. Each Lender and each Issuer agrees to notify the Agent promptly after any such setoff and application made by such Lender or Issuer; provided, however, that the failure to give such notice shall not including trust accounts) affect the validity of such setoff and application. The rights described herein shall be in addition to any collateral security described in any separate agreement executed by the Borrower 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting setoff under applicable law or otherwise which each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C each Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the 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, 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, with the prior written consent Lenders and any subsequent holder or holders of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is Notes are hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the any 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, 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 accountsany amounts held by the Administrative Agent or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lenders or affiliate, such holder to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedBorrowers, against and on account of the Obligations then due obligations and liabilities of the Borrowers, to that Lender, L/C Issuer, the Lenders or subsequent such 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 Lenders or subsequent the holder of the Notes shall have made any demand hereunder or (b) the Lenders shall have declared the principal of or the and interest on the Loans and Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in . Any sums obtained by any Lender or by any subsequent holder of the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off Notes shall be paid over immediately subject to the Administrative Agent for further application in accordance with the of payments provisions of Section 1.14 and, pending such payment, shall be segregated Article 2 hereof. Upon direction by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, with the L/C Issuer and consent of all of the Lenders and (y) the Defaulting Lenders, each Lender holding deposits of any Borrower shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender exercise its set-off rights as to which it exercised such right of setoffso directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with Default after obtaining the prior written consent of the Administrative Agent, 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 the Borrower and each such Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted 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 evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, tax accounts and payroll accounts or any other account containing solely tax or trust funds, 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower or such Guarantor to that Lender, the 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, 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 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonCredit Party, 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, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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, such Lender or subsequent holder such Issuing Bank 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 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders. Each Lender and (y) the Defaulting Lender shall provide promptly Issuing Bank agrees to notify the Administrative Agent a statement describing in reasonable detail promptly after any such setoff and application; provided that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffsetoff and application.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence continuance of any Event of DefaultDefault as to a particular Borrower, with the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationBanks solely to that Borrower, and each any securities or other property solely of their respective affiliates, is hereby authorized that Borrower in the possession of such Bank may be applied to or set off by such Bank against the Borrower payment of the Borrower’s Obligations and each Guarantor at any time or from time to time, without notice to 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 specialother liabilities, 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 holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account hereafter arising, of that Borrower to such Bank. Each of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to Banks agrees with each other Bank 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 Lenderif an amount to be set off is to be applied to Debt of a Borrower to such Bank, L/C Issuerother than Debt owing to such Bank hereunder, or subsequent holder such amount shall have made any demand hereunder or be applied ratably to such other Debt and to the Debt owing to such Bank hereunder, and (b) if such Bank shall receive from a Borrower whether by voluntary payment, exercise of the principal right 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 liabilitiesset off, counterclaim, cross action, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit enforcement of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail claim based on the Obligations owing to such Defaulting Lender Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, assignment of claims (to such extent as is necessary), subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to which it exercised its proportionate payment as contemplated by this Agreement; provided that if all or any part of such right excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of setoffsuch recovery, but without interest.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the each L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor Borrower, 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, that L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower or any Guarantor to that Lender, that 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, 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 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.16 hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Section 12.17.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence continuance of any Event of DefaultDefault as to a particular Borrower, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligationdeposits or other sums credited by or due from any Lender solely to such Borrower, and each any securities or other property solely of their respective affiliates, is hereby authorized such Borrower in the possession of such Lender may be applied to or set off by such Lender against the Borrower payment of such Borrower's Obligations and each Guarantor at any time or from time to time, without notice to 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 specialother liabilities, 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 holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account hereafter arising, of the such Borrower or to such Guarantor, whether or not matured, against and on account of the Obligations then due to Lender. Each Lender agrees with each other Lender 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 if an amount to be set off is to be applied to Debt of a Borrower to such Lender, L/C IssuerOTHER THAN Debt evidenced by the Note held by such Lender, or subsequent holder such amount shall have made any demand hereunder or be applied ratably to such other Debt and to the Debt evidenced by the Note held by such Lender, and (b) if such Lender shall receive from a Borrower whether by voluntary payment, exercise of the principal right 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 liabilitiesset off, counterclaim, cross action, or enforcement of the claim evidenced by the Note held by such Lender by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Lender any amount in excess of themits ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, may be contingent such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, EITHER by way of distribution, assignment of claims (to such extent as is necessary), subrogation, or unmaturedotherwise as shall result in each Lender receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement; provided PROVIDED that in the event that if all or any Defaulting Lender shall exercise any part of such right of setoffexcess payment is thereafter recovered from such Lender, (x) all amounts so set off such disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 1.14 andsuch recovery, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon during the occurrence continuation 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 the Borrower and each Guarantor at any time or from time to time, without notice to 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and to the Loan Documents extent not prohibited by law or applicable Legal Requirements and not by way Contractual Obligation of limitation of any such rightsLender Party, upon during the occurrence existence 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, Lender Party is hereby irrevocably authorized by the Borrower and each Guarantor Borrower, at any time or from time to time, without notice to the Borrower or such 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 indebtedness, in each case whether direct or indirect or contingent or matured or unmatured at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender Party to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedBorrower, against and on account of the Obligations 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 DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender Party shall have made any demand hereunder for payment, provided that such Lender Party shall, promptly following such set off or (b) application, give notice to the principal Borrower thereof, which notice shall contain an explanation of the basis for the set off or application provided that the interest on failure to give such notice shall not affect the Loans validity of such set off and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesapplication; provided, or any of themfurther, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining 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 the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, 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 evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or 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 Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office or Affiliate of such Lender or the L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and 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 Legal Requirements 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, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor 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, includingtime or demand, 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, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of Borrower to that Lendersuch Lender or such Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Financing 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 Loan Documentsany other Financing Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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 2 (Loans and Letters of Credit) and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.14 (Ratable Sharing) and 2.19 (Defaulting Lenders) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 9.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or their respective Affiliates may have. Failure of any Lender or Issuing Bank to give notice of any such setoff and application to Administrative Agent shall not affect the validity of such setoff and application.

Set-Off. In addition Subject to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightsSection 2.15(b), upon the occurrence of any if an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without with prior written notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedAgent, to set-the fullest extent permitted by applicable law, 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 at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due of such Credit Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such 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 Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 8.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify Borrower Representative and the 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. The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Repurchase Agreement are recourse obligations of the Seller to which the Seller pledges its full faith and credit. In addition to any rights now and remedies of the Buyer, the Agent and any of their Affiliates (or hereafter granted under the Loan Documents Buyer or applicable Legal Requirements the Agent or any of their Affiliates, as the case may be) provided by this Repurchase Agreement and not by way law, the Buyer, the Agent and any of limitation their Affiliates (or the Buyer or the Agent or any of any such rightstheir Affiliates, upon as the occurrence of any case may be) shall have the right, solely after an Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationDefault that has not been waived, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedwaived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (without giving effect to any grace period, and whether at the stated maturity, by acceleration or otherwise), to set-off and to appropriate and to apply against such amount any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), indebtedness evidenced by certificates of depositin any currency, and any other credits, indebtedness, amounts or claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lenderthe Buyer, L/C Issuerthe Agent or any of their Affiliates (or the Buyer or the Agent or any of their Affiliates, subsequent holder, or affiliate, as the case may be) to or for the credit or the account of the Borrower Seller under the Repurchase Agreement or such Guarantorany other agreement between the Seller or its Affiliates on the one hand and the Buyer, the Agent or any of their Affiliates on the other, whether or not maturedsuch obligations are then due, against and on account of without prejudice to the Obligations 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 Agent’s 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, Buyer’s or any of themtheir Affiliate’s right to recover any deficiency. For the avoidance of doubt, and without limitation, the Seller acknowledges and agrees that any proceeds or amounts under any agreement between Seller on the one hand, and the Buyer, the Agent or any of their Affiliates on the other, which exceed the amount due under such agreement, shall be available to satisfy any obligations of the Seller which are owed to the Buyer or the Agent or their Affiliate under this Agreement or any other agreement between Seller on the one hand, and the Buyer, the Agent or any of their Affiliates on the other. The Buyer, the Agent and any of their Affiliates (or the Buyer or the Agent or any of their Affiliates, as the case may be contingent be) agree promptly to notify the Seller after any such set-off and application made by the Buyer, the Agent and any of their Affiliates (or unmaturedthe Buyer or the Agent or any of their Affiliates, as the case may be); provided that in the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.application

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way remedies of limitation of any such rightsPurchaser hereunder and at law, upon the occurrence and continuation of a default hereunder or under any Event of Default, with the prior written consent of the Administrative AgentProgram Documents, each Lender, Purchaser and its Affiliates shall have the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timeright, without prior notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedwaived by Seller to the extent permitted by applicable law, upon any amount becoming due and payable (whether at the stated maturity, by acceleration or otherwise) by Seller hereunder, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand, to set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, or any other credits, indebtedness evidenced or claims, in any currency, or any other collateral (in the case of collateral not in the form of cash or such other marketable or negotiable form, by certificates of depositselling such collateral in a recognized market therefor or as otherwise permitted by law or as may be in accordance with custom, usage or trade practice), in each case, whether direct or indirect, absolute or contingent, 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, Purchaser or affiliate, any Affiliate thereof to or for the credit or the account of Seller except and to the Borrower extent that any of the same are held by Seller for the account of another Person. Upon the occurrence of a default hereunder or such Guarantorunder any of the Program Documents, Purchaser may also set-off cash and all other sums or obligations owed by Purchaser or its Affiliates to Seller or its Affiliates (whether under this Agreement, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand) against all of Seller’s obligations to Purchaser or its Affiliates (whether under this Agreement, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand), whether or not matured, against and on account such obligations are then due. The exercise of the Obligations 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately without prejudice to Purchaser’s or its Affiliate’s right to recover any deficiency. Purchaser agrees to promptly notify Seller after any such set-off and application made by Purchaser; provided that the Administrative Agent for further application in accordance with failure to give such notice shall not affect the provisions validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor Credit 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 the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than the 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 (i) trust accountsaccounts and (ii) accounts into which Medicare and/or Medicaid receivables are deposited in accordance with the last two sentences of this Section 10.4) 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 the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender hereunder, L/C Issuer, or subsequent holder the Letters of Credit 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, the Letters of Credit 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 shall such Lender will 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 will 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; provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, the Swing Line Lenders and the Lenders and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off; provided, further, 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. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such application. Notwithstanding the foregoing, to the extent that the Administrative Agent or any Lender (the “Affected Depositary”) is a depositary institution with which any Credit Party maintains an account into which Medicare or Medicaid payments are deposited (the “Affected Account”), the Affected Depositary hereby waives its rights of set-off under this Section 10.4 (as well as any right of set-off under applicable statute or common law) with respect to each such Affected Account; it being understood and agreed that, within one hundred eighty (180) days of the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), no deposits shall be made into, and no funds shall be held in, any Affected Account other than Medicare and Medicaid payments. The foregoing waiver of rights of set-off are intended to comply with, and shall be construed in accordance with, The Centers for Medicare & Medicaid Services (“CMS”) Publication 100-04 Chapter 1, Section 30.2.5 – Payment to Bank, and any applicable successor provisions.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, Default each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, is Affiliates are each hereby authorized by the 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 the Borrower or such Guarantor any 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, 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 the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due of any Credit Party to that Lendersuch Lender or Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit 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, the Letters of Credit 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 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.16 and 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Bank, and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set off) that such Lender, such Issuing Bank or their respective Affiliates may otherwise have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the 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 the each Borrower and each Guarantor at any time or from time to time, without notice to 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 the any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of any 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.15 hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder Issuing Bank and any Affiliate of any Obligation, Lender or Issuing Bank and each purchaser of their respective affiliates, a participation pursuant to Section 13.01(e) is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, 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, unmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held by or owing by that to such Lender, L/C IssuerIssuing Bank, subsequent holder, any of their Affiliates or affiliate, any such purchaser to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations of the Borrower to that such Lender, L/C IssuerIssuing Bank, any of their Affiliates or subsequent holder under the Loan Documentsany such purchaser, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or connected in connection with the Loan Documentsthis Agreement, irrespective of whether or not (ai) that such Lender, L/C Issuer, Issuing Bank or subsequent holder such purchaser shall have made any demand hereunder or (bii) the Collateral Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to Section 9 as permitted by Article XI and although said obligations and liabilities, or any of them, even though such Obligations may be contingent or unmatured; provided . Each Lender, each Issuing Bank and each such purchaser agrees that in it shall not, without the event express consent of the Requisite Lenders, and that any Defaulting Lender shall exercise any such right of setoffit shall, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with extent it is lawfully entitled to do so, upon the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its set-off rights hereunder against any accounts of the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to Borrower or its Subsidiaries now or hereafter maintained with such Defaulting Lender as to which it exercised Lender, Issuing Bank or any Affiliate of either of them or such right of setoffpurchaser.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender and each of its Affiliates and each L/C Issuer and each of its Affiliates is hereby authorized at any time and from time to time, after obtaining 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 the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Laws, 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 evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, such Lender or any such Affiliate or such L/C IssuerIssuer and its Affiliates, subsequent holder, or affiliateas the case may be, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due (other than, with respect to that Lenderany Guarantor, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims Excluded Swap Obligations of any nature or description arising out of or connected with the Loan Documentssuch Guarantor), irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such other Loan Party may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer(s), and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 10.09 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application made by such Lender or L/C Issuer, as the case may be; 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 Legal Requirements and not remedies of Administrative Agent and Lenders provided by way of limitation of any such rightsLaw, upon the occurrence and during the 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, Agent and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other Personparty to the Loan Documents, any such notice being hereby expressly waivedwaived by Borrower (on its own behalf and on behalf of each party to the Loan Documents to the fullest extent permitted by Law), to set-off and to appropriate and to apply any and all deposits (deposits, general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced any time owing by certificates of deposit, whether matured Administrative Agent or unmatured, and in whatever currency denominated, but not including trust accounts) and such Lender hereunder or under any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Loan Document to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due parties to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, Documents against any and all claims of any nature or description arising out of or connected with the Loan DocumentsIndebtedness, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender 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 Indebtedness may be contingent or unmatured; provided unmatured or denominated in a currency different from that of the applicable depositor indebtedness. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, Banker’s lien, or similar rights against any deposit account or other property or asset of Borrower whether or not located in California or another state with certain laws restricting Lenders from pursuing multiple collection methods, could result under such laws in significant impairment of the event that ability of all Lenders to recover any Defaulting further amounts in respect of the Loan. Therefore, each Lender agrees not to charge or offset any amount owed to it by Borrower against any of the accounts, property or assets of Borrower or any of its Affiliates held by such Lender, without the prior written approval of Administrative Agent and the Required Lenders. Notwithstanding the foregoing, neither Administrative Agent nor any Lender nor any assignee or Affiliate thereof (each a “Lender Party”) shall exercise any such proceed directly, by right of setoffset-off, banker’s lien, counterclaim or otherwise, against any assets of Borrower or any Guarantor (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 andincluding any general or special, pending such paymenttime or demand, shall be segregated provision or other deposits or other indebtedness owing by such Defaulting Lender from its other funds and deemed held in trust Party to or for the benefit credit or the account of Borrower or any Guarantor) for purposes of applying such assets against the Administrative AgentIndebtedness, without the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right prior written consent of setoffall Lenders.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Law and not by way of limitation of any such rights, upon the occurrence of and during the continuance of any Event of Default, with Default (after the prior written consent giving of any notice and the Administrative Agentexpiration of any grace period contained in the definition thereof), each Lender, the L/C Issuer, each of its Affiliates and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor Company at any time or from time to time, without notice to the Borrower or such 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, 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 LenderLender or Affiliate (including, L/C Issuerwithout limitation, branches or agencies of such Lender or Affiliate wherever located) or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or Company and to apply any such Guarantor, whether or not matured, against and on account of the Obligations 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 amounts in accordance with the Loan Documents, provisions of Section 2.11 irrespective of whether or not (a) that Lender, L/C Issuer, Affiliate or that subsequent holder shall have made any demand hereunder and whether or (b) the principal of not such deposits or the interest on the Loans other indebtedness are otherwise fully secured and other amounts due hereunder shall have become due that Lender, Affiliate and payable pursuant subsequent holder is hereby irrevocably authorized to Section 9 permit such setoff and although said obligations and liabilitiesappropriation; provided, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or Affiliate; 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 Legal Requirements and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, with any Accounts, deposits, balances or other sums credited by or due from the prior written consent Agent, any affiliate of the Administrative Agent, each Lenderor any of the Lenders, the L/C Issuer, each subsequent holder or from any affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized to the Guarantor may to the fullest extent not prohibited by the Borrower and each Guarantor applicable law at any time or from time to time, without notice regard to the Borrower existence, sufficiency or such Guarantor or to adequacy of 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 unmaturedcollateral, and in whatever currency denominated, but not including trust accounts) and without notice or compliance with any other indebtedness at condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived to the fullest extent permitted by law, be set off, appropriated and applied by the Agent against any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account all of the Borrower or such Guarantor, whether or not matured, against and on account of the Guaranteed Obligations 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 demand shall have made any demand hereunder or been made, in such manner as the Agent in its sole and absolute discretion may determine. Within three (b3) the principal Business Days 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; provided that in the event that any Defaulting Lender shall exercise making any such right set off, appropriation or application, the Agent agrees to notify Guarantor thereof, provided the failure to give such notice shall not affect the validity of setoff, (x) all amounts so such set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 andor appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, pending such paymentPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentDEPOSITS, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffCREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. (a) In addition to any rights now or hereafter granted under and remedies of Buyer hereunder and by law, Xxxxx shall have the Loan Documents or applicable Legal Requirements and not by way right during the continuation of limitation of any such rights, upon the occurrence of any an Event of Default, with the without 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 the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waived, waived by Seller to the extent permitted by applicable law to set-off and to appropriate and apply against any obligation from Seller, Guarantor, or any Affiliate thereof to apply Buyer or any Affiliate thereof any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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, due from Buyer or any Affiliate thereof to or for the credit or the account of Seller; provided, however, that the Borrower or such Guarantor, whether or aforesaid right to set-off shall not matured, against and apply to any deposits of escrow monies being held on account behalf of the Obligations then due Mortgagors related to that Lenderthe Purchased Mortgage Loans or other third parties. Notwithstanding the foregoing or anything to the contrary contained elsewhere herein or in any Facility Document, 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, if Seller or any of themits Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer or any Affiliate thereof (each such entity, a “Buyer Entity”), such Buyer Entity may aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be contingent paid or unmaturedreturned by any Seller Entity to any Buyer Entity. Xxxxx agrees promptly to notify Seller after any such set-off permitted under this Section and application made by Buyer; provided that in the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents applicable law or applicable Legal Requirements otherwise, and not by way of limitation of any such rights, upon the occurrence Seller hereby grants to Buyer and its Affiliates a right 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 the Borrower and each Guarantor at any time or from time to timeset-off, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedsum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to set-off Buyer or any Affiliate of Buyer against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or its Affiliates to appropriate Seller and to apply (ii) any and all deposits (general or specialspecified), monies, credits, securities, collateral or other property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Buyer or its Affiliates or any entity under the control of Buyer or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, indebtedness evidenced by certificates branches and agencies of depositBuyer, whether matured or unmatured, wherever located). Buyer and in whatever currency denominated, but not including trust accounts) and any other indebtedness its Affiliates are hereby authorized at any time held or owing by that Lenderand from time to time upon the occurrence and during the continuance of an Event of Default, L/C Issuer, subsequent holder, or affiliatewithout notice to Seller, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Buyer or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder its Affiliates by Seller under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Transaction Documents, irrespective of whether Buyer or not (a) that Lender, L/C Issuer, or subsequent holder its Affiliates 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 amounts, or any of them, may shall be contingent or unmatured; provided unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the event that estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 13(c) shall be effective to create a charge or other security interest. This Article 13(c) shall be without prejudice and in addition to any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions combination of Section 1.14 andaccounts, pending such payment, shall be segregated by such Defaulting Lender from its lien or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as rights to which it exercised such right any party is at any time otherwise entitled (whether by operation of setofflaw, contract or otherwise). ANY AND ALL RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is the Banks are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such 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, 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, any Bank or affiliateAdministrative Agent, to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany of its Restricted Subsidiaries, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsBanks and the Administrative Agent, including, but not limited to, all Obligations and any other 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, any Bank or subsequent holder Administrative Agent shall have made any demand hereunder or (b) any Bank or Administrative Agent shall have declared the principal of or the and interest on the Loans 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 such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Banks each Bank holding deposits of the Borrower or any of its Restricted Subsidiaries shall exercise its set-off rights as so directed; provided that and, within one (1) Business Day following any such setoff, the Administrative Agent shall give notice thereof to the Borrower. Notwithstanding anything to the contrary contained in the event that any Defaulting Lender this Section 11.4, no Bank shall exercise any such right of setoff, (x) all amounts offset without the prior consent of the Majority Banks so set off long as the Obligations shall be paid over immediately to secured by any real property or real property interest including leaseholds located in the Administrative Agent for further application in accordance with State of California, it being understood and agreed that the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust this sentence are for the exclusive benefit of the Administrative AgentBanks, may be amended, modified or waived by the L/C Issuer Majority Banks without notice to or consent of the Borrower or any Subsidiary of the Borrower and shall not constitute a waiver of any rights against the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower or any Subsidiary or against any Collateral.

Set-Off. In addition Subject to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Interim Order and not by way of limitation of any such rightsthe Final Order, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonCredit Party, 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, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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, such Lender or subsequent holder such Issuing Bank 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 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders. Each Lender and (y) the Defaulting Lender shall provide promptly Issuing Bank agrees to notify the Administrative Agent a statement describing in reasonable detail promptly after any such setoff and application; provided that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffsetoff and application.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence of any if an Event of Default, with Default exists or the prior written consent of the Administrative AgentLoans have been accelerated, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by each Borrower 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, provisional or final but not limited toexcluding deposits held in a trustee, indebtedness evidenced by certificates fiduciary, agency or similar capacity or otherwise for the benefit of deposit, whether matured or unmatureda third party) 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 by, such Lender, L/C Issuer, subsequent holder, such Issuer or affiliate, such Affiliate to or for the credit or the account of the such Borrower against any and all Obligations owing to such Lender, such Issuer or such GuarantorAffiliate, whether now or not matured, against and on account of the Obligations 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 Documentshereafter existing, irrespective of whether or not (a) that Lenderthe Agent, L/C Issuer, such Lender or subsequent holder such Issuer 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 denominated in a different currency, contingent or unmatured. Each Lender and each Issuer agrees promptly to notify the Company and the Agent after any such set-off and application made by such Lender, such Issuer or such Affiliate; provided that provided, that, the failure to give such notice shall not affect the validity of such set-off and application; provided, further, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 3.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Lenders and the Lenders Issuers, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition the event that a NAVR Indemnified Party has submitted a Claim Notice to any rights now or hereafter granted under SFC Equityholder and/or the Loan Documents or applicable Legal Requirements Equityholder Representative, Parent and not by way the Surviving Corporation (on behalf of limitation of any themselves and/or such rightsNAVR Indemnified Party) may, in their sole discretion upon the occurrence 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 the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonEquityholder Representative, any such notice being hereby expressly waived, to set-off and the Claimed Amount set forth in such Claim Notice (but only to appropriate and to apply the extent such Claimed Amount exceeds the remaining Escrow Amount against 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations amounts 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 such SFC Equityholder by Parent and although said obligations and liabilities, the Surviving Corporation under Sections 2.07 or any 2.08 of them, may be contingent or unmatured; provided that in this Agreement. In the event that any Defaulting Lender an indemnification obligation owed has not been “finally determined” by the date the Parent and/or the Surviving Corporation elect to exercise their setoff rights set forth herein, Parent and/or the Surviving Corporation shall exercise any deposit such right of setoff, (x) all amounts so set set-off shall be paid over immediately thereby into the Escrow Account to the Administrative Agent for further application remain therein until disbursed in accordance with the provisions Escrow Account. For purposes of this Section 1.14 and10.12, pending an amount will be finally determined to be payable by a SFC Equityholder under this Article X only if (i) deemed to be owed thereby in accordance with Section 10.04(d), (ii) agreed to be owed thereby pursuant a written settlement agreement executed by such paymentSFC Equityholder (or Equityholder Representative as attorney for such SFC Equityholder), or (iii) determined by a final, non-appealable judgment issued by a court of competent jurisdiction. Neither Parent nor Surviving Corporation shall be segregated by such Defaulting Lender from deemed in breach of this Agreement when it validly exercises its other funds and deemed held setoff rights set forth in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffthis Section 10.12.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, regardless of the adequacy of any Collateral, upon the occurrence and during the continuation of any Event of Default, with the prior written consent Default each of the 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 the Borrower and each Guarantor Company at any time or from time to time, without notice to the Borrower or such Guarantor Company 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, 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 the Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations then due of Company or any other Loan Party to that Lender (or any Affiliate of that 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 subsection 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of the applicable Collateral Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Collateral Agents), 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 Debt evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or Issuing Bank hereunder, L/C Issuerthe Letters of Credit, or subsequent holder Bank Guarantees 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, the Letters of Credit, Bank Guarantees and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Issuing Bank 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, Bank Guarantees 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative applicable Collateral Agent for further application in accordance with the provisions of Section 1.14 Sections 2.17 and 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentCollateral Agents, the L/C Issuer Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Collateral Agents a statement describing in reasonable detail the Credit Agreement Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Bank and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and to the Loan Documents extent not prohibited by law or applicable Legal Requirements and not by way Contractual Obligation of limitation of any such rightsLender Party, upon during the occurrence existence 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, Lender Party is hereby irrevocably authorized by the Borrower and each Guarantor Borrower, at any time or from time to time, without notice to the Borrower or such 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 indebtedness, in each case whether direct or indirect or contingent or matured or unmatured at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender Party to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedBorrower, against and on account of the Obligations 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 DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender Party shall have made any demand hereunder for payment, provided that such Lender Party shall, promptly following such set off or (b) application, give notice to the principal Borrower thereof, which notice shall contain an explanation of the basis for the set off 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 liabilitiesapplication; provided, or any of themfurther, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, with the prior written consent each member of the Administrative Agent, each Lender, 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 the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor 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, 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 accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness 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 the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such 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 or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. 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 and remedies of the Loan Documents or applicable Legal Requirements and not Bank provided by way of limitation of any such rightslaw, upon the occurrence of any an Event of Default, Default and the acceleration of the obligations owing in connection with the prior written consent Loan Documents, or at any time upon the occurrence and during the continuance of the Administrative Agent, each Lenderan Event of Default under Sections 9.1(a) or (b), the L/C IssuerBank shall have the right, each subsequent holder of without prior notice to the Borrower or any Obligationother Credit Party, and each of their respective affiliates, is hereby authorized any such notice being expressly waived by the Borrower and each Guarantor at any time or from time to time, without notice other Credit Party to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedextent not prohibited by applicable law, to set-off and to appropriate and to apply against any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositindebtedness, 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 the Borrower or such Guarantorother Credit Party, whether as the case may be, to the Bank any amount owing from the Bank to the Borrower or not maturedsuch other Credit Party, against and on account as the case may be, at, or at any time after, the happening of any of the Obligations then due to that Lenderabove-mentioned events. To the extent not prohibited by applicable law, L/C Issuerthe aforesaid right of set-off may be exercised by the Bank against the Borrower or such other Credit Party, as the case may be, or subsequent holder under the Loan Documentsagainst any trustee in bankruptcy, includingcustodian, but not limited todebtor in possession, 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Administrative AgentBorrower or such other Credit Party, as the L/C Issuer and case may be, or against anyone else claiming through or against the Lenders and (y) Borrower or such other Credit Party, as the Defaulting Lender shall provide promptly to case may be, or such trustee in bankruptcy, custodian, debtor in possession, assignee for the Administrative Agent a statement describing in reasonable detail benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoffset-off shall not have been exercised by the Bank prior to the making, filing or issuance, or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. The Bank agrees promptly to notify the Borrower after any such set-off and application made by the Bank, 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 and remedies now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon after the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lenderapplicable Maturity Date (whether by acceleration or otherwise), the L/C Issuer, each subsequent holder of Lenders and any Obligation, and each of their respective affiliates, is Lender Affiliates are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, time or demand, provisional or final, 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 Lenders or affiliate, such Lender Affiliate to or for the credit or the account of any of the Borrower or such Guarantor, whether or not maturedParties, against and on account of the Obligations then due obligations and liabilities of any of the Borrower Parties to that Lenderthe Lenders under this Agreement, L/C Issuer, or subsequent holder under the any other Loan DocumentsDocument and any Credit Party Interest Hedge Agreement, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any other Loan DocumentsDocument or any Credit Party Interest Hedge Agreement, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder or (b) the Lenders shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that . Any sums obtained by any Defaulting Lender shall exercise or any such right of setoff, (x) all amounts so set off Lender Affiliate shall be paid over immediately subject to the Administrative Agent for further application in accordance with the of payments provisions of Section 1.14 and, pending such payment, shall be segregated Article 2 hereof. Upon direction by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, with the L/C Issuer consent of the Majority Lenders, after the applicable Maturity Date (whether by acceleration or otherwise), each Lender and each Lender Affiliate holding deposits of any of the Lenders and (y) the Defaulting Lender Borrower Parties shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender exercise its set-off rights as to which it exercised such right of setoffso directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor Borrower, 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 the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower or 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.16 hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, with any Accounts, deposits, balances or other sums credited by or due from the prior written consent Administrative Agent, any affiliate of the Administrative Agent, each Lenderor any of the Lenders, the L/C Issuer, each subsequent holder or from any affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized to any Guarantor may to the fullest extent not prohibited by the Borrower and each Guarantor applicable law at any time or from time to time, without notice regard to the Borrower existence, sufficiency or such Guarantor or to adequacy of 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 unmaturedcollateral, and in whatever currency denominated, but not including trust accounts) and without notice or compliance with any other indebtedness at condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived to the fullest extent permitted by law, be set off, appropriated and applied by the Administrative Agent against any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account all of the Borrower or such Guarantor, whether or not matured, against and on account of the Guaranteed Obligations 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 demand 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 liabilitiesbeen made, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to manner as the Administrative Agent for further application in accordance with the provisions its sole and absolute discretion may determine. Within three (3) Business Days of Section 1.14 andmaking any such set off, pending such paymentappropriation or application, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail agrees to notify the Obligations owing Guarantors thereof, provided the failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffset off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT, THE DEPOSIT ACCOUNT CO-AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault referred to in paragraph (a), with (b)(i), (b)(ii)(A), (f) or (g) of Article 8, or upon any acceleration of Obligations under the prior written consent of the Administrative AgentCredit Documents pursuant to Article 8, each Lender, Lender and the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit 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 the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than the 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, the Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or the Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit 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, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder the Issuing Bank 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. (a) In addition the event that (i) Buyer has notified Seller under Section 8.05 that Buyer is entitled to indemnification from Seller with respect to any rights now Third Party Claim or hereafter granted under Direct Claim, (ii) Seller has notified Buyer that (A) Seller has determined that it will assume the Loan Documents defense of such Third Party Claim or applicable Legal Requirements (B) Seller acknowledges that Buyer is entitled to indemnification from Seller for such Direct Claim, and not by way of limitation (iii) either (A) Seller has not, within sixty (60) days after delivery of any such rightsnotice to Buyer, upon requested an appropriation of funds from the occurrence Assembly of Seller for purposes of paying any amount required to be paid or reimbursed in connection with such Third Party Claim or Direct Claim, or (B) Seller has requested an appropriation of funds from the Assembly of Seller for such purposes but has not received an appropriation of such funds, Buyer will be entitled to withhold all or part of any Event of Default, with amount due to Seller under 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 the Borrower and each Guarantor at any time or from time to time, without notice to 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 PILT Agreement or the account Eklutna Power Purchase Agreement for purposes of the Borrower paying or such Guarantorreimbursing any Losses that have been determined, whether or not matured, against and on account of the Obligations 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of ARTICLE VIII, to be due and owing from Seller to any Buyer Indemnitee under ARTICLE VIII in connection with such Third Party Claim or Direct Claim. In the event that (i) Buyer has notified Seller under Section 1.14 and8.05 that Buyer is entitled to indemnification from Seller with respect to any Third Party Claim or Direct Claim, pending (ii) Seller fails to assume the defense of such paymentThird Party Claim or provide indemnification for such Direct Claim, shall be segregated by (iii) Buyer, in accordance with the provisions of ARTICLE VIII, pursues its available legal remedies against Seller for such Defaulting Lender from its other funds failure and deemed held obtains a final judgment requiring Seller to indemnify Buyer in trust accordance with ARTICLE VIII for the benefit of the Administrative AgentBuyer’s Losses in connection with such Third Party Claim or Direct Claim, the L/C Issuer and the Lenders and (yiv) either (A) Seller has not, within sixty (60) days after issuance of such judgment, requested an appropriation of funds from the Defaulting Lender shall provide promptly Assembly of Seller for purposes of paying such Losses, or (B) Seller has requested an appropriation of funds from the Assembly of Seller for such purposes but has not received an appropriation of such funds, Buyer will be entitled to withhold all or part of any amount due to Seller under the Administrative Agent a statement describing in reasonable detail PILT Agreement or the Obligations owing to Eklutna Power Purchase Agreement for purposes of paying or reimbursing such Defaulting Lender as to which it exercised such right of setoffLosses.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent Default each of the 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 the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such 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, 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 the Borrower or such Guarantor, whether or not matured, the Borrower against and on account of the Obligations then due of the Borrower or the Borrower 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; , provided that in following such set off, appropriation and application, the event that any Defaulting Lender taking such action shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately provide written notice thereof to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds Borrower and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Loan Party at any time or from time to time, without notice to the Borrower or such Guarantor any Loan 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, includingtime or demand, 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, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against and on account of the Obligations then due obligations and liabilities of any Loan Party to that Lendersuch Lender or such Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Financing 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 Loan Documentsany other Financing Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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 2 (Loans and Letters of Credit) and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.15 (Ratable Sharing) and 2.20 (Defaulting Lenders) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 10.5 (Set Off) are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, with the prior written consent each member of the Administrative Agent, each Lender, 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 the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor 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, 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 accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness 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 the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any 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 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 principal of or the interest on the Loans and other amounts due hereunder Lender Group shall have become declared the Obligations to be due and payable pursuant to as permitted by Section 9 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. 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 Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault each Lender and each Issuing Bank is hereby authorized by each Credit Party at any 174 1095171012\7\AMERICAS time or from time to time, with after obtaining 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 the Borrower and each Guarantor at any time or from time to time, Agent (but without notice to the Borrower or such Guarantor or to any other PersonCredit Party, with 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, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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, such Lender or subsequent holder such Issuing Bank 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 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLenders.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice after obtaining the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, in whatever currency, but not limited tospecifically excluding accounts used for payroll, indebtedness evidenced by certificates of deposittrust and tax withholdings and other Excluded Accounts (as defined in the Security Agreement and the Canadian Security Agreement, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsas applicable)) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Parent Borrower or any other Loan Party against any and all of the obligations of the Parent Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of the Obligations hereafter existing under this Agreement or any other Loan Document then due and owing to that Lender, such Lender or 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 Documentstheir respective Affiliates, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) any other Loan Document and although such obligations of the principal Parent Borrower or such Loan Party are owed to a branch or office or Affiliate of such Lender or the interest L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch indebtedness; provided, or any of themthat, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent Agents for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgents, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Parent Borrower and the Agents 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 applicable law or applicable Legal Requirements otherwise, and not by way of limitation of any such rights, upon the occurrence Seller hereby grants to Buyer and its Affiliates a right of any set-off while an 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 the Borrower and each Guarantor at any time or from time to timeDefault exists, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedsum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to set-off Buyer or any Affiliate of Buyer against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or its Affiliates to appropriate Seller and to apply (ii) any and all deposits (general or specialspecified), monies, credits, securities, collateral or other property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Buyer or its Affiliates or any entity under the control of Buyer or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, indebtedness evidenced by certificates branches and agencies of depositBuyer, whether matured or unmatured, wherever located). Buyer and in whatever currency denominated, but not including trust accounts) and any other indebtedness its Affiliates are hereby authorized at any time held or owing by that Lenderand from time to time upon the occurrence and during the continuance of an Event of Default, L/C Issuer, subsequent holder, or affiliatewithout notice to Seller, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Buyer or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder its Affiliates by Seller under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Transaction Documents, irrespective of whether Buyer or not (a) that Lender, L/C Issuer, or subsequent holder its Affiliates 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 amounts, or any of them, may shall be contingent or unmatured; provided unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the event that estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 13(c) shall be effective to create a charge or other security interest. This Article 13(c) shall be without prejudice and in addition to any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions combination of Section 1.14 andaccounts, pending such payment, shall be segregated by such Defaulting Lender from its lien or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as rights to which it exercised such right any party is at any time otherwise entitled (whether by operation of setofflaw, contract or otherwise). ANY AND ALL RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Governmental Rules and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, LC Issuing Bank and each of their respective affiliates, Affiliates is hereby authorized by the 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, conditioned or delayed), without notice to the Borrower or such Guarantor any 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 such Lender, L/C Issuer, subsequent holder, LC Issuing Bank or affiliate, Affiliate of such Lender or LC Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that such Lender, L/C IssuerLC Issuing Bank or Affiliate of such Lender or LC Issuing Bank hereunder, or subsequent holder the Letters of Credit 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, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (anot(a) that such Lender, L/C Issuer, LC Issuing Bank or subsequent holder Affiliate of such Lender or LC Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Revolving 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.15 and 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer LC Issuing Banks, Lenders and the Lenders their respective Affiliates, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and each of their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, LC Issuing Bank or Affiliate of such Lender or LC Issuing Bank may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent Default each of the 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 the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such 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, 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 (i) trust accounts, (ii) any asset, Security or other property right of the Borrower held solely as a fiduciary or otherwise for the benefit of another Person and (iii) any other asset, Security or account restricted by applicable law or regulation including, without limitation, Rule 15c3-3, Rule 8c-1 or Rule 15c2-1 of the General Rules and Regulations promulgated by the Commission under the Exchange Act) 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower 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 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided provided, that in promptly following such set-off, appropriation and application, the event that any Defaulting Lender taking such action shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately provide written notice thereof to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation 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 Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such 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, includingtime or demand, but not limited toprovisional or final, 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 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 the Borrower or such Guarantor, whether or not matured, and each other Subsidiary Guarantor against and on account of the Obligations then due of Borrower or any other Subsidiary 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 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, provided that such amounts are in fact due and payable before any such right is exercised and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 subsection 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgent and Lenders, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Lender or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor any Loan Party 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, such Lender or affiliate, Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, each Loan Party against and on account of the Obligations of any Loan Party to such Lender, such Affiliate or to any other Lender under this Agreement, the Letters of Credit and the other Loan Documents to the extent then due to that Lenderand payable, 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 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 ARTICLE VIII and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 10.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, with the prior written consent any such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Agent or any of the Administrative AgentLenders, each Lender, the L/C Issuer, each subsequent holder or from any such affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized by to the Borrower and each Guarantor may to the fullest extent not prohibited by applicable law at any time or from time to time, without notice regard to the Borrower existence, sufficiency or such Guarantor or to adequacy of any other Personcollateral, and without notice or compliance with any such notice being other condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby expressly waived, to set-off be set off, appropriated and to appropriate and to apply applied by Agent against any and or 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Borrower’s Obligations 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 demand shall have made any demand hereunder or been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (b3) the principal Business Days 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; provided that in the event that any Defaulting Lender shall exercise making any such right set off, appropriation or application, Agent agrees to notify the Borrower thereof, provided the failure to give such notice shall not affect the validity of setoff, (x) all amounts so such set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 andor appropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES A LOAN, pending such paymentPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentCREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under (a) LENDER and its affiliates / group companies shall have the Loan Documents or applicable Legal Requirements and not by way paramount right 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, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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 Documentslien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and nature (including fixed deposit) held / balances lying in any accounts of the Borrower/s, whether in single name or not joint name(s) and on any monies, securities, bonds and all other assets, documents and properties held by / under the control of LENDER and/or its group companies (awhether by way of security or otherwise pursuant to any contract entered / to be entered into by the Borrower/s in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of LENDER’s or its group companies’ services extended to and/or used by the Borrower/s and/or as a result of any other facilities that Lendermay be granted by LENDER and/or its group companies to the Borrower/s. LENDER and/or its group companies are entitled without any notice to the Borrower/s to settle any indebtedness whatsoever owed by the Borrower/s to LENDER and/or its group companies, L/C Issuer(whether actual or contingent, or subsequent holder shall have made any demand whether primary or collateral or whether joint and/or several) hereunder or (bunder any other document / agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the principal balance of or any account/s held by the interest on Borrower/ s with LENDER and/or its group companies notwithstanding that the Loans deposit(s) / balances lying in such account(s) may not be expressed in the same currency as such indebtedness. LENDER’s and other amounts due its group companies rights hereunder shall have become due not be affected by the Borrower/s’ bankruptcy, death or winding- up. It shall be the Borrower/s’ sole responsibility and payable pursuant liability to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise settle all disputes / objections with any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffjoint account holders.

Set-Off. In addition to any other rights now and remedies that such Lender or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightsL/C Issuer may have, upon the occurrence and during the continuance of any an Event of Default, with the prior written consent of the Administrative Agent, each Lender, the Lender and each L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by each Borrower, to set-the fullest extent permitted by applicable law, 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 at any time held or and other obligations (in whatever currency) at any time owing by that Lender, such Lender or such L/C Issuer, subsequent holder, or affiliate, Issuer to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Guarantor, whether or not matured, against and on account of the Obligations 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, such Lender or such L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and each L/C Issuer agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such L/C Issuer; 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 Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with each Lender and the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuing Bank (and each of their respective affiliates, is Affiliates) are hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than the 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, the Issuing Bank or their respective Affiliates to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or the Issuing Bank or their respective Affiliates hereunder, L/C Issuer, or subsequent holder the Letters of Credit 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, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Issuing Bank (or any of their respective Affiliates) 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.17 and 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section 10.04 are in addition to other rights and remedies (including other rights of set-off) that such Lender, the Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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 Company hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Canadian Administrative Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default pursuant to Section 10.01(1) of the Credit Agreement shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonCompany, any such notice being hereby expressly waivedwaived by the Company, 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), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lenderthe Administrative Agent, L/C Issuer, subsequent holder, the Canadian Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower Company, or any part thereof in such amounts as the Administrative Agent, the Canadian Administrative Agent or such Guarantor, whether or not maturedLender may elect, against and on account of the Obligations then due obligations and liabilities of the Company to that Lenderthe Administrative Agent, L/C Issuer, the Canadian Administrative Agent or subsequent holder such Lender hereunder and under the Loan Documents, including, but not limited to, all Documents and claims of every nature and description of the Administrative Agent, the Canadian Administrative Agent or such Lender against the Company, in any nature currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or description arising out of otherwise, as the Administrative Agent, the Canadian Administrative Agent or connected with the Loan Documentssuch Lender may elect, irrespective of whether or not (a) that Lenderthe Administrative Agent, L/C Issuer, the Canadian Administrative Agent or subsequent holder shall have any Lender has 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 obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in no amounts set off with respect to the event that Company shall be applied to any Defaulting Excluded Swap Obligations of the Company. The Administrative Agent, the Canadian Administrative Agent and each Lender shall exercise notify the Company promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent, the Canadian Administrative Agent for further application in accordance with or such Lender of the provisions proceeds thereof, provided that the failure to give such notice shall not affect the validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit application. The rights of the Administrative Agent, the L/C Issuer Canadian Administrative Agent and the Lenders each Lender under this Section are in addition to other rights and remedies (yincluding, without limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent, the Canadian Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonBorrower, 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, such Issuing Bank to or for the credit or the account of the any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of any Borrower to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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, such Lender or subsequent holder such Issuing Bank 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks, and the Lenders Revolving Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and Issuing Bank 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 Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonCredit Party, 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, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank 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, such Lender or subsequent holder such Issuing Bank 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off hereunder shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks, and the Lenders Revolving Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and Issuing Bank 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 Legal Requirements Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is the Banks are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such 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, 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, any Bank or affiliateAdministrative Agent, to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany of its Restricted Subsidiaries, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsBanks and the Administrative Agent, including, but not limited to, all Obligations and any other 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, any Bank or subsequent holder Administrative Agent shall have made any demand hereunder or (b) any Bank or Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Banks each Bank holding deposits of the Borrower or any of its Restricted Subsidiaries shall exercise its set-off rights as so directed; provided that and, within one (1) Business Day following any such setoff, the Administrative Agent shall give notice thereof to the Borrower. Notwithstanding anything to the contrary contained in the event that any Defaulting Lender this Section 11.4, no Bank shall exercise any such right of setoff, (x) all amounts offset without the prior consent of the Majority Banks so set off long as the Obligations shall be paid over immediately to secured by any real property or real property interest including leaseholds located in the Administrative Agent for further application in accordance with State of California, it being understood and agreed that the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust this sentence are for the exclusive benefit of the Administrative AgentBanks, may be amended, modified or waived by the L/C Issuer Majority Banks without notice to or consent of the Borrower or any Subsidiary of the Borrower and shall not constitute a waiver of any rights against the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower or any Subsidiary or against any Collateral.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, subject to the prior written consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or 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 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due of the Borrower 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 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; provided that in the event that any Defaulting Lender shall exercise . Any Bank exercising any such right of setoff, (x) all amounts so set set-off shall endeavor in good faith to give the Borrower notice after effecting any such set-off; however such Bank shall in no event be paid over immediately liable to the Administrative Agent Borrower for further application in accordance with such Bank's failure to do so and its failure to do so shall not affect the provisions validity of Section 1.14 and, pending any such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents Repurchase Documents, Requirements of Law or applicable Legal Requirements otherwise, Seller hereby grants to Buyer and not by way of limitation of any such rightseach Indemnified Person, upon the occurrence of any Event of Default, with the prior written consent to secure repayment of the Administrative AgentRepurchase Obligations, each Lender, the L/C Issuer, each subsequent holder a right of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off upon any and to appropriate all of the following: monies, securities, collateral or other property of Seller and to apply any proceeds from the foregoing, now or hereafter held or received by Buyer, any Affiliate of Buyer or any Indemnified Person, for the account of Seller, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or general, specified, special, includingtime, but not limited todemand, indebtedness evidenced provisional or final) and credits, claims or Indebtedness of Seller at any time existing, and any obligation owed by certificates Buyer, any Affiliate of depositBuyer or any other Indemnified Person to Seller and to set—off against any Repurchase Obligations or Indebtedness owed by Seller and any Indebtedness owed by Buyer, any Affiliate of Buyer or any other Indemnified Person to Seller, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Repurchase Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in whatever currency denominated, but not including trust accounts) and any other indebtedness each case at any time held or owing by that LenderBuyer, L/C Issuer, subsequent holder, any Affiliate of Buyer or affiliate, any Indemnified Person to or for the credit of any Seller, without prejudice to Buyer’s right to recover any deficiency. Each of Buyer, each Affiliate of Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable by Seller to Buyer or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder any Indemnified Person under the Loan Repurchase Documents, includingthe Repurchase Obligations or otherwise or upon the occurrence of an Event of Default, but not limited towithout notice to Seller or any other Repurchase Party, any such notice being expressly waived by Seller and each other Repurchase Party to the extent permitted by any Requirements of Law, to set—off, appropriate, apply and enforce such right of set—off against any and all claims of items hereinabove referred to against any nature amounts owing to Buyer or description arising out of or connected with any Indemnified Person by Seller under the Loan DocumentsRepurchase Documents and the Repurchase Obligations, irrespective of whether Buyer, any Affiliate of Buyer or not (a) that Lender, L/C Issuer, or subsequent holder any Indemnified Person shall have made any demand hereunder under the Repurchase Documents and regardless of any other collateral securing such amounts, and in all cases without waiver or (b) the principal prejudice of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant Buyer’s rights to Section 9 and although said obligations and liabilitiesrecover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS, or any of themTHE PLEDGED COLLATERAL OR OTHER COLLATERAL UNDER THE REPURCHASE DOCUMENTS, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffPRIOR TO EXERCISING THE FOREGOING RIGHT OF SET—OFF, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 andARE HEREBY KNOWINGLY, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffVOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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 Parent hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Canadian Administrative Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default pursuant to Section 10.01(1) of the Credit Agreement shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonParent, any such notice being hereby expressly waivedwaived by the Parent, 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), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lenderthe Administrative Agent, L/C Issuer, subsequent holder, the Canadian Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower Parent, or any part thereof in such amounts as the Administrative Agent, the Canadian Administrative Agent or such Guarantor, whether or not maturedLender may elect, against and on account of the Obligations then due obligations and liabilities of the Parent to that Lenderthe Administrative Agent, L/C Issuer, the Canadian Administrative Agent or subsequent holder such Lender hereunder and under the Loan Documents, including, but not limited to, all Documents and claims of every nature and description of the Administrative Agent, the Canadian Administrative Agent or such Lender against the Parent, in any nature currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or description arising out of otherwise, as the Administrative Agent, the Canadian Administrative Agent or connected with the Loan Documentssuch Lender may elect, irrespective of whether or not (a) that Lenderthe Administrative Agent, L/C Issuer, the Canadian Administrative Agent or subsequent holder shall have any Lender has 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 obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in no amounts set off with respect to the event that Parent shall be applied to any Defaulting Excluded Swap Obligations of the Parent. The Administrative Agent, the Canadian Administrative Agent and each Lender shall exercise notify the Parent promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent, the Canadian Administrative Agent for further application in accordance with or such Lender of the provisions proceeds thereof, provided that the failure to give such notice shall not affect the validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit application. The rights of the Administrative Agent, the L/C Issuer Canadian Administrative Agent and the Lenders each Lender under this Section are in addition to other rights and remedies (yincluding, without limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent, the Canadian Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, with the prior written consent each member of the Administrative Agent, each Lender, 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 the Borrower and each Guarantor Parties at any time or from time to time, without notice to the Borrower or such Guarantor 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, includingtime or demand, but not limited to, indebtedness including 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 the any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations then due obligations and liabilities of the Borrower Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, including 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 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; provided that in . Any sums obtained by any member of the event that Lender Group or by any Defaulting Lender shall exercise any such right subsequent holder of setoff, (x) all amounts so set off the Obligations shall be paid over immediately subject to the Administrative Agent for further application in accordance with the of payments provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffArticle 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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, with the prior written consent each member of the Administrative Agent, each Lender, 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 the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor 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, 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 accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness 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 the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such 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 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. 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 Liens granted under the Loan Documents and any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder Issuing Bank and any Affiliate of any Obligation, Lender or Issuing Bank and each purchaser of their respective affiliates, a participation pursuant to Section 13.01(e) is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, 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, unmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held by or owing by that to such Lender, L/C IssuerIssuing Bank, subsequent holder, any of their Affiliates or affiliate, any such purchaser to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations of the Borrower to that such Lender, L/C IssuerIssuing Bank, any of their Affiliates or subsequent holder under the Loan Documentsany such purchaser, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or connected in connection with the Loan Documentsthis Agreement, irrespective of whether or not (ai) that such Lender, L/C Issuer, Issuing Bank or subsequent holder such purchaser shall have made any demand hereunder or (bii) the Collateral Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to Section 9 as permitted by Article XI and although said obligations and liabilities, or any of them, even though such Obligations may be contingent or unmatured; provided . Each Lender, each Issuing Bank and each such purchaser agrees that in it shall not, without the event express consent of the Requisite Lenders, and that any Defaulting Lender shall exercise any such right of setoffit shall, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with extent it is lawfully entitled to do so, upon the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its set-off rights hereunder against any accounts of the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to Borrower now or hereafter maintained with such Defaulting Lender as to which it exercised Lender, Issuing Bank or any Affiliate of either of them or such right of setoffpurchaser.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with Default after obtaining the prior written consent of the Administrative Agent, 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 the Borrower and each such Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted 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 evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, tax accounts and payroll accounts or any other account containing solely tax or trust funds, 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower or such Guarantor to that Lender, the 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, 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 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, with Default and during the prior written consent continuation thereof and the exercise of remedies (including the remedy hereunder) by the Administrative Agent, each LenderAgent in accordance with Section 8.2, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Lenders are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without with notice to the Borrower or such Guarantor or to any other Personapplicable Person (provided, any that failure to give such notice being hereby expressly waivedshall not affect the validity of such set-off and application), 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 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, any Lender or affiliatethe Administrative Agent, to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsLenders and the Administrative Agent, including, but not limited to, all claims of any nature or description Obligations 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, any Lender or subsequent holder the Administrative Agent shall have made any demand hereunder (except as required herein) or (b) any Lender or the Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured; provided that provided, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.2(e)(iii) through (v) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing BankBanks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set off rights as so directed, with notice to the Borrower or to any other applicable Person (provided, that failure to give such notice shall not affect the validity of such set-off and application).

Set-Off. In addition Subject to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightsSection 2.15(b), upon the occurrence of any if an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without with prior written notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedAgent, to set-the fullest extent permitted by applicable law, 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 at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due of such Credit Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such 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 Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further 119 application in accordance with the provisions of Section 1.14 8.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify Borrower Representative and the 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 and remedies of the Loan Documents or applicable Legal Requirements Lenders provided by law (including, without limitation, other rights of set-off), each Lender and not by way of limitation of its Affiliates shall have the right, without prior notice to the Borrower, any such rightsnotice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence 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, to setoff and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held by or owing by that Lender, L/C Issuer, subsequent holder, to such Lender or affiliate, any branch or agency thereof to or for the credit or the account of the Borrower Borrower, or any part thereof in such Guarantor, whether or not maturedamounts as such Lender may elect, against and on account of the Loans and other Obligations then due of the Borrower to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all such Lender hereunder and claims of every nature and description of such Lender against the Borrower, in any nature or description Currency, whether arising out hereunder or, under any other Credit Document provided by such Lender pursuant to the terms of or connected with the Loan Documentsthis Agreement, irrespective of as such Lender may elect, whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have such Lender has 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 obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such . The aforesaid right of setoff, (x) all amounts so set set-off shall may be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated exercised by such Defaulting Lender from its other funds and deemed held against the Borrower or against any trustee in trust bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Administrative AgentBorrower, or against anyone else claiming through or against the L/C Issuer and Borrower, or any such trustee in bankruptcy, debtor in possession, assignee for the Lenders and (y) benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Defaulting fact that such right of set-off shall not have been exercised by such Lender shall provide prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Administrative Agent a statement describing in reasonable detail after any such set-off and application made by such Lender; provided, however, that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffset-off and application.

Set-Off. In addition to any Liens granted to the Administrative Agent, any Senior Lender or any Issuing Bank and any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such Lien or rights, upon the occurrence and during the 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, Senior Lender and each of their respective affiliates, is Issuing Bank are hereby authorized by the Borrower and each Guarantor Southland at any time or from time to time, without notice to the Borrower or such Guarantor Southland, or to any other Person, 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 Indebtedness at any time held or owing by the Senior Lender or that LenderIssuing Bank (or any Affiliate thereof, L/C Issuer, subsequent holder, and Southland hereby authorizes any such Affiliate to comply with the directions of the applicable Senior Lender or affiliate, Issuing Bank with respect to such deposits or Indebtedness) to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, Southland against and on account of the Obligations then due of Southland to that Lender, L/C Issuer, Senior Lender or subsequent holder under the Loan Documents, Issuing Bank including, but not limited to, all Loans and Facility Letters of Credit and all claims of any nature or description arising out of or connected with this Agreement or the Loan DocumentsNotes, irrespective of whether or not (ai) that Lender, L/C Issuer, Senior Lender or subsequent holder that Issuing Bank shall have made any demand hereunder or (bii) the Requisite Senior Lenders shall have declared the principal of or the and interest on the Loans and Notes and other amounts due hereunder shall have become to be due and payable pursuant to Section 9 as permitted by ARTICLE X and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting . Each Senior Lender shall exercise any such right of setoffand each Issuing Bank agrees, (x) all amounts so set off and each other Holder shall be paid over immediately entitled to any rights conferred upon it under this Agreement only on the condition and understanding, that it shall not, without the express consent of the Requisite Senior Lenders, and that it shall, to the Administrative Agent for further application in accordance with extent it is lawfully entitled to do so, upon the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Senior Lenders, the L/C Issuer and the Lenders and (y) the Defaulting exercise its set-off rights hereunder against any accounts of Southland now or hereafter maintained with such Senior Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffor Issuing Bank or other Holder.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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 its Affiliates each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent (acting with the consent of the Required Lenders), without notice to the Borrower or such Guarantor 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 the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, such Lender arising hereunder or subsequent holder 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 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 unmatured; provided that in unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the event that any Defaulting Lender shall exercise any branch or office holding such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending deposit or obligation or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffIndebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Governmental Rules and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuing Bank and each of their respective affiliates, Affiliates is hereby authorized by the 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, conditioned or delayed), without notice to the Borrower or such Guarantor any 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 such Lender, L/C Issuer, subsequent holder, Issuing Bank or affiliate, Affiliate of such Lender or Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that such Lender, L/C IssuerIssuing Bank or Affiliate of such Lender or Issuing Bank hereunder, or subsequent holder the Letters of Credit 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, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuing Bank or subsequent holder Affiliate of such Lender or Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Revolving 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 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.14 and 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks, Lenders and the Lenders their respective Affiliates, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and each of their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate of such Lender or Issuing Bank may have.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way law (including, without limitation, other rights of limitation of set-off), each Lender shall have the right, without prior notice to the Borrower, any such rightsnotice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence and during the 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, to setoff and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lendersuch Lender or any Affiliate, L/C Issuer, subsequent holder, branch or affiliate, agency thereof to or for the credit or the account of the Borrower (unless held in a trust, escrow or similar capacity), or any part thereof in such Guarantor, whether or not maturedamounts as such Lender may elect, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lendersuch Lender hereunder and claims of every nature and description of such Lender against the Borrower, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Loan DocumentsNotes or under any documents contemplated by or referred to herein or therein, includingas such Lender may elect, 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 such Lender has made any demand hereunder for payment. The aforesaid right of set-off may be exercised by such Lender against the Borrower or (b) against any trustee in bankruptcy, debtor in possession, assignee for the principal benefit of creditors, receiver or execution, judgment or attachment creditor of 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 liabilitiesBorrower, or against anyone else claiming through or against the Borrower or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of themcreditors, may be contingent receiver, or unmaturedexecution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided provided, however, that in the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 3.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation remedies of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each LenderSecured Party hereunder and by law, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by Lender shall have the Borrower and each Guarantor at any time or from time to timeright, without prior notice to the Borrower or such Guarantor or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by the Borrowers to the extent permitted by Applicable Law, to set-off and to appropriate and apply against any Debt of any of the Borrowers or any of their respective subsidiaries to apply the Agent, any such Lender or any of their respective Affiliates any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lenderor due from the Agent, L/C Issuer, subsequent holder, any Lender or affiliate, any of their respective Affiliates thereof to or for the credit or the account of the any Borrower or any of their respective subsidiaries. The Agent and each Xxxxxx agrees promptly to notify the Borrowers after any such Guarantorset off and application made by such Person; provided that the failure to give such notice shall not affect the validity of such set off and application. The Agent and each Lender shall at any time have the right, in each case until such time as it determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that it would otherwise be obligated to pay, remit or deliver to any Borrower hereunder if an Event of Default or Default has occurred. If any Lender, whether by set-off or otherwise, has payment made to it with respect to any Obligations in a greater proportion than that received by any other Lender entitled to receive a ratable share of such payment, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations so that after such purchase each Lender will hold its ratable proportion of such Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding anything to the contrary herein, any Lender’s exercise of set-off rights shall not matured, against and on account change or reduce the obligations of the Obligations then due Loan Parties to that Lender, L/C Issuer, or subsequent holder any other Lender 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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 a Default or Event of DefaultDefault exists, with the prior written consent each member of the Administrative Agent, each Lender, 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 the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor 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, 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 accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness 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 the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving 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 Revolving 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 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 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. 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 Legal Requirements 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, Obligation is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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 the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due of the Borrower 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; provided that in the event that any Defaulting . Any Lender shall exercise exercising any such right of setoff, (x) all amounts so set set-off shall endeavor in good faith to give the Borrower notice after effecting any such set-off; however such Lender shall in no event be paid over immediately liable to the Administrative Agent Borrower for further application in accordance with such Lender's failure to do so and its failure to do so shall not affect the provisions validity of Section 1.14 and, pending any such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender, to the L/C Issuer, each subsequent holder fullest extent permitted by applicable law and regardless of the adequacy of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedcollateral, to set-set off and to appropriate and to apply apply, in accordance with the provisions of Section 2.13, 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 at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of hereafter existing under this Agreement or any other Loan Document to such Lender or the Obligations 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, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify Borrower and 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 Legal Requirements Applicable Law and not by way of limitation of any such rights, upon after the occurrence Maturity Date of either Commitment whether by acceleration or otherwise), the Administrative Agent and the Lenders and any Event of Default, with the prior written consent subsequent holder or holders of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is Notes are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, 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 Lenders or affiliate, such holder to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedBorrower, against and on account of the Obligations then due obligations and liabilities of the Borrower, to that Lender, L/C Issuer, the Lenders or subsequent such holder under this Agreement, the Notes, and any other Loan DocumentsDocument, including, but not limited to, all Obligations and any other 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 Administrative Agent and the Lenders or subsequent the holder of the Notes shall have made any demand hereunder or (b) the Administrative Agent and the Lenders shall have declared the principal of or the and interest on the Facility A Loans and 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated . Any sums obtained by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, any Lender or any subsequent holder of the L/C Issuer and the Lenders and (y) the Defaulting Lender Notes shall provide promptly be subject to the application of payments provisions of Article 2 hereof. Upon direction by the Administrative Agent a statement describing in reasonable detail Agent, with the Obligations owing to such Defaulting consent of the Required Lenders, after the Maturity Date (whether by reason of acceleration or otherwise) each Lender holding deposits of the Borrower shall exercise its set-off rights as to which it exercised such right of setoffso directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, Obligation and each of their respective affiliates, Affiliates is hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Borrower, such 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, but not including trust accounts or premium 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, holder or affiliate, Affiliate to or for the credit or the account of the such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of such Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder or Affiliate 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 that subsequent holder or Affiliate 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way law (including, without limitation, other rights of limitation of set-off), each Lender shall have the right, without prior notice to the Borrower, any such rightsnotice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence and during the 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, to setoff and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lendersuch Lender or any Affiliate, L/C Issuer, subsequent holder, branch or affiliate, agency thereof to or for the credit or the account of the Borrower (unless held in a trust, escrow or similar capacity), or any part thereof in such Guarantor, whether or not maturedamounts as such Lender may elect, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lendersuch Lender hereunder and claims of every nature and description of such Lender against the Borrower, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Loan DocumentsNotes or under any documents contemplated by or referred to herein or therein, includingas such Lender may elect, 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 such Lender has made any demand hereunder or (b) the principal for payment. The aforesaid right 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, set-off may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated exercised by such Defaulting Lender from its other funds and deemed held against the Borrower or against any trustee in trust bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Administrative AgentBorrower, or against anyone else claiming through or against the L/C Issuer and Borrower or any such trustee in bankruptcy, debtor in possession, assignee for the Lenders and (y) benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoffset-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; 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 Legal Requirements law and not by way of limitation of any such rights, regardless of the adequacy of any Collateral, upon the occurrence and during the continuation of any Event of Default, with the prior written consent Default each of the 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 the Borrower and each Guarantor Company at any time or from time to time, without notice to the Borrower or such Guarantor Company 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, 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 the Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations then due of Company or any other Loan Party to that Lender (or any Affiliate of that 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; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 subsection 2.12 and, pending such payment, shall 140 be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and the Issuing Lender agrees to notify the Company and the Administrative Agent promptly after any such set-off and application, provided that the failure to give any 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 Legal Requirements 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, Obligation is hereby authorized by the Borrower Company and each Guarantor other Borrower at any time or from time to time, without notice to the Borrower Company or such Guarantor other 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 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 the Borrower Company or such Guarantorother Borrower, whether or not matured, against and on account of the Obligations then due of the Company or such other Borrower 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 and other amounts due hereunder shall have become due and payable pursuant to Section 9 Article 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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 a Default or Event of DefaultDefault exists, with the prior written consent each member of the Administrative Agent, each Lender, 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 the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor 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, 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 accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness 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 the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving 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 Revolving 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 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 or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. 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 and remedies now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon after the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lenderapplicable Maturity Date (whether by acceleration or otherwise), the L/C Issuer, each subsequent holder of Lenders and any Obligation, and each of their respective affiliates, is Lender Affiliates are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to 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, time or demand, provisional or final, 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 Lenders or affiliate, such Lender Affiliate to or for the credit or the account of any of the Borrower or such Guarantor, whether or not maturedParties, against and on account of the Obligations then due obligations and liabilities of any of the Borrower Parties to that Lender, L/C Issuer, or subsequent holder the Lenders 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 Lenders shall have made any demand hereunder or (b) the Lenders shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that . Any sums obtained by any Defaulting Lender shall exercise or any such right of setoff, (x) all amounts so set off Lender Affiliate shall be paid over immediately subject to the Administrative Agent for further application in accordance with the of payments provisions of Section 1.14 and, pending such payment, shall be segregated Article 2 hereof. Upon direction by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, with the L/C Issuer consent of the Majority Lenders, after the applicable Maturity Date (whether by acceleration or otherwise), each Lender and each Lender Affiliate holding deposits of any of the Lenders and (y) the Defaulting Lender Borrower Parties shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender exercise its set-off rights as to which it exercised such right of setoffso directed.

Set-Off. In addition to any rights now or hereafter granted under The Grantor hereby irrevocably authorizes the Loan Documents or applicable Legal Requirements 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 Collateral Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, other Secured Party and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Affiliates at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other PersonGrantor , any such notice being hereby expressly waivedwaived by the Grantor, 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), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, 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 Lenderthe Collateral Agent, L/C Issuer, subsequent holder, such other Secured Party or affiliate, any of their respective Affiliates to or for the credit or the account of the Borrower Grantor, or any part thereof in such Guarantoramounts as the Collateral Agent, whether such other Secured Party or not maturedany of their respective Affiliates, as the case may be, may elect, against and on account of the Obligations then due obligations and liabilities of the Grantor to that Lenderthe Collateral such Agent such other Secured Party or any such Affiliate hereunder and claims of every nature and description of the Collateral Agent, L/C Issuersuch other Secured Party or any of their respective Affiliates, or subsequent holder as the case may be, against the Grantor, in any currency, whether arising hereunder, under the Loan DocumentsCredit Agreement, includingthe Reimbursement Agreement or otherwise, but not limited toas the Collateral Agent, all claims such other Secured Party or any of any nature or description arising out of or connected with their respective Affiliates, as the Loan Documentscase may be, irrespective of may elect, whether or not (a) that Lenderthe Collateral Agent, L/C Issuersuch other Secured Party or any of their respective Affiliates, or subsequent holder shall have as the case may be, has 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 obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in . The Collateral Agent, such other Secured Party or any of their respective Affiliates, as the event that any Defaulting Lender case may be, shall exercise notify the Grantor promptly of any such right set-off and the application made by the Collateral Agent, such other Secured Party or any of setofftheir respective Affiliates, (x) all amounts so set off shall be paid over immediately to as the Administrative Agent for further application in accordance with the provisions of Section 1.14 andcase may be, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative proceeds thereof, provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, such other Secured Party or any of their respective Affiliates, as the L/C Issuer case may be, under this Section 7.6 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and (y) Collateral Agent, such other Secured Party or any of their respective Affiliates, as the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffcase may be, may have.

Set-Off. In addition to any rights now or hereafter granted under If the Loan Documents or applicable Legal Requirements and not by way of limitation unpaid principal amount of any such rights, upon the occurrence Note or ------------- Letter 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 Credit Reimbursement Obligation, and each of their respective affiliates, is hereby authorized interest accrued thereon or other amount owing by the Borrower and each Guarantor at any time or from time to time, without notice to 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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 Borrowers hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder under any Note shall have become due and payable pursuant (by acceleration or otherwise), the Bank and any branch, subsidiary or affiliate of the Bank anywhere in the world each shall have the right, in addition to Section 9 all other rights and although said obligations remedies available to it, without notice to the Borrowers, to set-off against and liabilitiesto appropriate and apply to such due and payable amounts any debt owing to, and any other funds held in any manner for the account of, the Borrowers by the Bank 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 maintained by the Borrowers with the Bank or such branch, subsidiary or affiliate. Such right shall exist whether or not the Bank shall have given notice or made any demand hereunder or under any Note, whether or not such debt owing to or funds held for the account of themthe Borrowers is or are matured or unmatured and regardless of the existence or adequacy of any collateral, may be contingent guaranty or unmatured; provided that any other security, right or remedy available to the Bank. Such right shall exist regardless of the currency in which is expressed such debt owing to or such funds held for the event that any Defaulting Lender shall exercise any account of the Borrowers, and if such right a debt is or such funds are expressed in a currency (the "Set-off Currency") other than the currency payable hereunder (the "Contractual Currency"), for purposes of setoff, (x) all amounts so set effecting set-off the rate of exchange used shall be paid over immediately to the Administrative Agent for further application that at which in accordance with normal banking procedures the provisions Bank or such branch, subsidiary or affiliate could purchase the Contractual Currency with the Set-off Currency on the Business Day following such set-off. The Borrowers hereby consent to and confirm the foregoing arrangements and confirm the Bank's rights and each such branch's, subsidiary's and affiliate's rights of Section 1.14 and, pending such payment, banker's lien and set-off. Nothing in this Agreement shall be segregated by deemed a waiver or prohibition of or restriction on the Bank's rights or any such Defaulting Lender from its other funds and deemed held in trust for the benefit branch's, subsidiary's or affiliate's rights of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbanker's lien or set-off.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, in whatever currency, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including excluding trust accounts) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that such Lender, L/C Issuer, the Issuing Bank 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 Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.of

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements 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 each Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Borrowers at any time or from time to time, without notice to the Borrower or such 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 the such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due or any other indebtedness of such Borrower or 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; provided that . [SIGNATURE PAGES TO FOLLOW] Upon your acceptance hereof in the event that any Defaulting Lender shall exercise any such right of setoffmanner hereinafter set forth, (x) all amounts so set off this Agreement shall be paid over immediately a contract between us for the purposes hereinabove set forth. Dated as of the date first written above. EMCOR GROUP, INC. By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer EMCOR GROUP (UK) plc. By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director Accepted and Agreed to at Chicago, Illinois as of the day and year last above written. BANK OF MONTREAL, as Agent, an Issuer and a Lender By /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Director BMO XXXXXX BANK N.A. (formerly known as Xxxxxx X.X.), as an Issuer of an Existing L/C By /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Director BANK OF AMERICA, N.A. By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By /s/ Xxx Veitenahus Name: Xxx Veitenahus Title: Senior Underwriter U.S. BANK, NATIONAL ASSOCIATION By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President FIFTH THIRD BANK By /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Assistant Vice President LLOYDS TSB BANK PLC By /s/ Xxxxxxxx Eng Name: Xxxxxxxx Eng Title: Vice President By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director PNC BANK, NATIONAL ASSOCIATION By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President XXXXX FARGO BANK, N.A. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President RBS CITIZENS, N.A. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President BRANCH BANKING AND TRUST COMPANY By /s/ Xxxxx Xxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Title: Vice President THE NORTHERN TRUST COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President FIRST NIAGARA BANK, N.A. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President XXXXXXX BANK, NA By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President TD BANK, N.A. By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President “DEPARTING LENDERS” SIEMENS FINANCIAL SERVICES, INC. By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President RZB FINANCE LLC By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: First Vice President By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President TORONTO DOMINION (NEW YORK) LLC By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President SOVEREIGN BANK By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President Revolving Credit Note November 21, 2011 For value received, the undersigned, _____________________, a ________________ corporation (“Borrower”), hereby promises to pay to the Administrative Agent for further application order of ________________________ ______________________ (the “Lender”), at the principal office of Bank of Montreal in Chicago, Illinois, in the currency of each Revolving Loan evidenced hereby in accordance with Section 1 of the provisions Credit Agreement, the aggregate unpaid principal amount of Section 1.14 andeach Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement on the due date therefore as specified in the Credit Agreement, pending together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in the Credit Agreement. The Lender shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Revolving Loan made by it pursuant to the Credit Agreement, any repayment of principal and interest and the principal balances from time to time outstanding hereon, and the currency in which made, provided that prior to the transfer of this Note all such paymentamounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit prima facie evidence of the Administrative same, provided, however, that the failure of the Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrowers to repay all Revolving Loans made to them pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Revolving Credit Notes referred to in the Third Amended and Restated Credit Agreement dated as of November 21, 2011, among the Borrowers, Bank of Montreal, as Agent, the L/C Issuer and the Lenders from time to time party thereto (the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note is issued by the Borrower under the terms and provisions of the Credit Agreement and is secured by the Collateral Documents, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. This Note shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to principles of conflicts of law. The Borrower hereby promises to pay all costs and expenses (yincluding attorneys’ fees) suffered or incurred by the Defaulting holder hereof in collecting this Note or enforcing any rights in any collateral herefor. The Borrower hereby waives presentment for payment and demand. By Its Swing Note November 21, 2011 For value received, the undersigned, EMCOR Group, Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of Bank of Montreal (the “Lender”), at the principal office of Bank of Montreal in Chicago, Illinois, in the currency of each Swing Loan evidenced hereby in accordance with Section 1 of the Credit Agreement, the aggregate unpaid principal amount of each Swing Loans made by the Lender to the Borrower pursuant to the Credit Agreement on the due date therefore as specified in the Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in the Credit Agreement. The Lender shall provide promptly record on its books or records or on a schedule attached to this Note, which is a part hereof, each Swing Loan made by it pursuant to the Administrative Agent Credit Agreement, any repayment of principal and interest and the principal balances from time to time outstanding hereon, and the currency in which made, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same, provided, however, that the failure of the Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrowers to repay all Swing Loans made to them pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Swing Notes referred to in the Third Amended and Restated Credit Agreement dated as of November 21, 2011, among the Borrowers, Bank of Montreal, as Agent, and the Lenders from time to time party thereto (the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement describing thereof. All defined terms used in reasonable detail this Note, except terms otherwise defined herein, shall have the Obligations owing same meaning as in the Credit Agreement. This Note is issued by the Borrower under the terms and provisions of the Credit Agreement and is secured by the Collateral Documents, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. This Note shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to principles of conflicts of law. The Borrower hereby promises to pay all costs and expenses (including attorneys’ fees) suffered or incurred by the holder hereof in collecting this Note or enforcing any rights in any collateral herefor. The Borrower hereby waives presentment for payment and demand. EMCOR GROUP, INC. By Its Exhibit B Form of Opinion of Counsel November 21, 2011 Bank of Montreal, as Agent 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 and Lenders from time to time party to the Amended and Restated Credit Agreement hereinafter identified Ladies and Gentlemen: I am Executive Vice President and General Counsel of EMCOR Group, Inc., a Delaware corporation (the “Company”), and have acted as counsel to the Company and the corporations, limited liability companies and limited partnerships listed on Exhibit A hereto (the “Domestic Guarantors”, and collectively with the Company, the “Organizations”) in connection with the Third Amended and Restated Credit Agreement dated as of the date hereof (the “Credit Agreement”) by and among the Company and certain of its subsidiaries and Bank of Montreal (“BMO”), individually and as Agent, and the Lenders which are or become parties thereto, pursuant to which a revolving credit facility is being made available by you to the Company and EMCOR Group (UK) plc., a United Kingdom public limited company (collectively, the “Borrowers”). This opinion is being delivered pursuant to Section 6.2(m) of the Credit Agreement. Capitalized terms used and not defined herein shall have the respective meanings assigned to such Defaulting Lender as to which it exercised such right terms in the Credit Agreement. In connection with this opinion, I have reviewed the Credit Agreement; the form of setoff.Revolving Credit Note and Swing Note; [Insert description of the Loan Documents] (collectively, the “Loan Documents”). I have also reviewed and am familiar with:

Set-Off. In The Obligors hereby give to the Lender a lien on, security interest in and right of set-off against all moneys, securities and other property of the Obligors and the proceeds thereof, now or hereafter delivered to remain with or in transit in any manner to the Lender, its correspondents or its agents from or for the borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession, control or custody of the Lender in any way, and also, any balance of any deposit accounts and credits of the Obligors with, and any and all claims of the Obligors against the Lender at any time existing, as collateral security for the payment of the Note and the Guaranty and all other liabilities and obligations now or hereafter owned by the Obligors to the Lender, contracted with or acquired by the Lender, whether joint, several, absolute contingent, secured, unsecured, matured or unmatured (all of which are hereafter collectively called "Liabilities"), upon an Event of Default under the Deed of Trust or this Agreement or a default under any other Loan Document, without prior notice, to apply such balances, credits or claims, or any part thereof, to such Liabilities in such amounts as it may select, whether contingent, unmatured or otherwise and whether any collateral security therefore is deemed adequate or not. The collateral security described herein shall be in addition to any rights now collateral security described in any separate agreement executed by the Borrower. This agreement sets forth the entire understanding of the parties, and the undersigned waives the right to assert defenses, set offs and counterclaims in any litigation relating to the obligation. The undersigned acknowledges that no oral or hereafter granted under other agreements, conditions, promises, understanding, representations or warranties exist in regard to the obligation hereunder except those specifically set forth herein. All of the terms, covenants, conditions and stipulations contained in the Loan Documents are hereby ratified and confirmed in all respects, shall continue to apply with full force and effect. Neither this Agreement nor any other Loan Document nor any provision hereof or applicable Legal Requirements thereof may be modified, amended, changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. This Agreement may be executed in one or more counterparts each of which shall be an original but all of which, when taken together, shall constitute one and not by way of limitation the same instrument. The failure of any such rightsparty listed below to execute, upon the occurrence 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 the Borrower and each Guarantor at any time acknowledge or from time to time, without notice to 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 join 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 the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations 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 liabilitiesthis Agreement, or any of themcounterpart hereof, may be contingent or unmatured; provided that in shall not relieve the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off other signatories from the obligations hereunder. This Agreement is and shall be paid over immediately deemed to be a contract entered into pursuant to the Administrative Agent for further application laws of the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the provisions laws of Section 1.14 andthe State of New York. This Agreement is binding upon, pending such paymentand shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. If any term, covenant, provision or condition of this Agreement or any of the other Loan Documents shall be segregated by held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentterm, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffcovenant, provision or condition.