Common use of Right of Set-off Clause in Contracts

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of a Forbearance Default, any Agent or any the Guarantor hereby irrevocably authorizes the Lender may, (and is hereby authorized toits Affiliates), at any time and from time to time, time and without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all property and deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such the Lender (or any of their respective Affiliates its Affiliates) to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Lender may elect, against any and all obligations on account of the Loan Parties either now obligations and liabilities of the Guarantor to the Lender hereunder and claims of every nature and description of the Lender (or hereafter existing any of its Affiliates) against the Guarantor, in any currency, whether arising hereunder or under any other Loan Document, irrespective as the Lender (or any of its Affiliates) may elect, regardless of whether or not such Agent the Lender (or such Lender shall have Affiliate) has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Lender (or its Affiliate) shall notify the event that any Defaulting Lender shall exercise any such right Guarantor promptly of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent the Lender or such Lender or any of their respective Affiliates Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Lender (and the Lenders its Affiliates) under this Section 12.05 3 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Lender (and the Lenders such Affiliates) may have under this Agreement or any other Loan Documents of the Forbearance Agreement, at law or otherwisein equity.

Right of Set-off. (a) Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach of the Lenders is, and is subject (as between the Lenders) to the provisions of subsection (c) of this Section 14.10, hereby authorized to, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan PartiesBorrower) and to the fullest extent permitted by law, set to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held held, and other Indebtedness indebtedness at any time owing owing, by such Agent or such Lender or in any of their respective Affiliates its offices, in Dollars or in any other currency, to or for the credit or the account of any Loan Party the Borrower against any and all of the respective obligations of the Loan Parties either Borrower now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such Agent Lender or such any other Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured and such deposits or indebtedness may be unmatured; provided . Each Lender and the Administrative Agent acknowledges that it is aware of the implications of the anti-deficiency laws and “one form of action” laws of various jurisdictions in which the Collateral may be located. These laws, in general, restrict or prohibit the exercise of remedies under loans secured by real property, and the violation of those laws can result in severe consequences to a lender, including a loss of the real property security. These laws include, for example, Section 726 of the California Code of Civil Procedure. Therefore, anything obtained in this Section 14.10 to the contrary notwithstanding, no Lender shall exercise any right of set-off against any Borrower Party with respect to the Obligations under the Loan Documents without the prior written consent of all of the Lenders. In the event that any Defaulting Lender shall exercise exercises any such right of set-offoff without all of the Lenders’ prior consent, (a) all amounts so set off such Lender shall be paid over immediately to protect, indemnify, defend and hold harmless the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit each of the Agents other Lenders from and the Lendersagainst any liability, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to loss, cost, damage, or injury that may result from such Defaulting Lender as to which it exercised such Person’s exercise of its right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that This Section 14.10 shall inure only for the failure to give such notice shall not affect the validity of such set-off and application. The rights benefit of the Agents Lenders and the Lenders under this Section 12.05 are in addition Administrative Agent, and may not be relied upon by any third party, including but not limited to the other rights Borrower and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseits Subsidiaries.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any and all other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations Obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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 set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any Agent the Guarantor hereby irrevocably authorizes the Issuing Lender or any Lender may, and is hereby authorized to, L/C Participant at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C Participant to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Issuing Lender or such L/C Participant may elect, against any and all obligations on account of the obligations and liabilities of the Guarantor to the Issuing Lender or such L/C Participant hereunder and claims of every nature and description of the Issuing Lender or such L/C Participant against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the other Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such Agent the Administrative Agent, the Issuing Lender or such Lender shall have any L/C Participant has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting . The Issuing Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees L/C Participant agree to notify such Loan Party the Guarantor promptly after of any such set-off and the application made by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C Participant, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Issuing Lender and the Lenders each L/C Participant under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents Issuing Lender and the Lenders such L/C Participant may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.19(b)(iii) 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 Agents Administrative Agent, the LC Issuing Banks, and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable law and subject to exceptions of mandatory law in the country of incorporation of each Borrower, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing owing, by such Agent or such Lender or any of their respective Affiliates such Affiliate, to or for the credit or the account of the Company or any other Loan Party against any and all of the obligations of the Company or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or its Affiliates, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Company or such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Agent and the Lenders, and (by) 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 set-offsetoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Company and the Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, each Credit Party and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Credit Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement held by such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 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 Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender Credit Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Credit Party and the Lenders its Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Credit Party and the Lenders its Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable law and subject to exceptions of mandatory law in the country of incorporation of the Company or Icon, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing owing, by such Agent or such Lender or any of their respective Affiliates such Affiliate, to or for the credit or the account of any Loan Party the Company or Icon against any and all of the obligations of the Loan Parties either Company or Icon now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or its Affiliates, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Company or Icon may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Agent and the Lenders, and (by) 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 set-offsetoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Company and the Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Fronting Bank, the Swingline Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Fronting Bank, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender, the Fronting Bank or the Swingline Lender, irrespective of whether or not such Agent Lender, the Fronting Bank or such the Swingline Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrower may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender, the Fronting Bank or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Fronting Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Fronting Bank, the Swingline Lender shall exercise any such right of set-offor their respective Affiliates may have. Each Lender, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Fronting Bank and the Lenders, and (b) 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 set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender mayeach Lender, each LC Issuer and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, upon prior notice to the Agent (provided that, the failure to provide such notice shall not affect the validity of such set off), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Lender, such LC Issuer or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under the Loan Documents and any Loan DocumentNote held by such Lender or such LC Issuer, irrespective of whether or not such Agent Lender or such Lender LC Issuer shall have made any demand hereunder under this Agreement or thereunder such Note and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.18(f) 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 Agents Agent, the LC Issuers and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations indebtedness owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent Lender and each Lender LC Issuer agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender, each LC Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Lender, such LC Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of At any time when an Event of DefaultDefault exists, any Agent or any upon the written consent of the Administrative Agent, each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable Requirements of Law, set to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness obligations (in any currency) at any time owing by the Administrative Agent, such Agent Issuing Bank or such Lender or any Affiliate (including by branches and agencies of their respective Affiliates the Administrative Agent, such Issuing Bank or such Lender, wherever located) to or for the credit or the account of any Borrower or any Loan Party against any of and all obligations of the Loan Parties either now Secured Obligations held by the Administrative Agent, such Issuing Bank or hereafter existing under any Loan Documentsuch Lender or Affiliate, irrespective of whether or not the Administrative Agent, such Agent Issuing Bank or such Lender or Affiliate shall have made any demand hereunder or thereunder under the Loan Documents and although such obligations may be contingent or unmatured; provided that in unmatured or are owed to a branch or office of such Lender or Issuing Bank different than the event that any Defaulting Lender branch or office holding such deposit or obligation on such Indebtedness. Any applicable Lender, Issuing Bank or Affiliate shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to promptly notify the Borrower Representative and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or application; provided, that any of their respective Affiliates provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off and applicationor application under this Section 9.09. The rights of each Lender, each Issuing Bank, the Agents Administrative Agent and the Lenders each Affiliate under this Section 12.05 9.09 are in addition to the other rights and remedies (including other rights of set-off) which such Lender, such Issuing Bank, the Agents and the Lenders Administrative Agent or such Affiliate may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Issuing Bank, the Swing Line Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Issuing Bank, the Swing Line Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party Borrower against any and all of the obligations of the Loan Parties either such Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender, the Issuing Bank or the Swing Line Lender, irrespective of whether or not such Agent Lender, the Issuing Bank or such the Swing Line Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of such Borrower may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender, the Issuing Bank or the Swing Line Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank, 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 in such Lender, the event that any Defaulting Issuing Bank, the Swing Line Lender shall exercise any such right of set-offor their respective Affiliates may have. Each Lender, (a) all amounts so set off shall be paid over immediately the Issuing Bank and the Swing Line Lender agree to notify the Company and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any each Agent or any and each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held (including, but not limited to, the Earnings Accounts) and other Indebtedness indebtedness at any time owing by such Agent or the Facility Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan other Security Party against any and all obligations of the Loan Parties either Obligations of the Borrower or other Security Party now or hereafter existing under any Loan Documentthe Transaction Documents, irrespective of whether or not such the Facility Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each The Facility Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Facility Agent and the Lenders each Lender and their respective Affiliates under this Section 12.05 19.1 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Facility Agent, such Lender and their respective Affiliates may have. Notwithstanding anything to the contrary set forth in Section 17 or elsewhere herein, the Facility Agent may not discriminate against the Lenders may have under this Agreement generally in favor of its own interests when exercising setoff rights against amounts received from any Security Party hereunder, including any amount in any Earnings Account or any other Loan Documents of law or otherwiseRetention Account.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default, any Agent without prior notice to the Borrower or any Lender mayGuarantor, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) Borrower and each Guarantor to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower and any Guarantor at any time held and or other Indebtedness obligations at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Borrower or any Loan Party Guarantor against any and all obligations of the Loan Parties either now or hereafter existing under any Loan DocumentObligations held by such Xxxxxx, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.26(b) 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Lender agrees promptly to notify the Administrative Agent and each Lender agrees to notify such Loan Party promptly the Borrower after any such set-off and any application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition Each Lender agrees to apply all amounts collected from any such set-off to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or Obligations before applying such amounts to any other Loan Documents Indebtedness or other obligations owed by the Borrower and any of law or otherwiseits Subsidiaries to such Lender.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of any an Event of DefaultDefault under clause (a) of Article 9, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to timeshall have the right, without prior notice to any Loan Party (the Borrower, any such notice being expressly waived by the Loan Parties) and Borrower to the fullest extent permitted not prohibited by applicable law, to set off and apply against any and all deposits (general indebtedness, whether matured or specialunmatured, time of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at, or demand, provisional or final) at any time held and other Indebtedness at after, the happening of any time owing of the above mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set off may be exercised by such Agent Lender against the Borrower or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Documenttrustee in bankruptcy, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that custodian, debtor in the event that any Defaulting Lender shall exercise any such right of set-offpossession, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and Borrower, or against anyone else claiming through or against the LendersBorrower or such trustee in bankruptcy, and (b) custodian, debtor in possession, assignee for the Defaulting benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set off shall not have been exercised by such Lender shall provide prior to the making, filing or issuance, or service upon such Lender 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. Each Lender agrees promptly to notify the Borrower and the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-set off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any the Administrative Agent or any and each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or the Administrative Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all obligations of the Obligations of the Borrower or such Loan Parties either Party now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations may be contingent unmatured. The Administrative Agent and each Lender agrees promptly to notify the Borrower or unmaturedsuch Loan Party after any such set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender shall exercise any exercises such right of set-offsetoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.16(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, Lenders and (by) the Defaulting Lender shall will 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwisesetoff.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Revolving Lender and each Affiliate of any Agent or any Lender may, and of them is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Parent or any Loan Party Borrower against any and all obligations of the Loan Parties either Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although even though such obligations Obligations may be contingent unmatured. Each Lender agrees promptly to notify the Parent or unmaturedsuch Borrower after any such set-off and application made by such Lender or its respective Affiliates; 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 set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Revolving Administrative Agent for further application in accordance with the provisions of Section 4.04 2.23 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 Agents Revolving Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Revolving Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 11.6 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized, in addition to any Agent other right or remedy that any Lender may, and is hereby authorized tomay have by operation of law or otherwise, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan Parties) and Borrower), to the fullest extent permitted by law, set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement and any Loan DocumentNote held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Paying Agent for further application in accordance with the provisions of Section 4.04 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 Agents Paying Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Paying Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-offsetoff) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault with respect to such Borrower, any Agent or any Lender may, each Bank and each Issuing Bank and their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party such Borrower (any such notice being expressly waived by the Loan Partieseach Borrower) and to the fullest extent permitted by law, set to set-off and apply any and all deposits (general or special, time or demand, provisional or final, but specifically excluding any trust or segregated accounts) at any time held by such Bank and any and all other Indebtedness indebtedness at any time owing by such Agent or Bank, such Lender Issuing Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party such Borrower against any and all obligations of the Loan Parties either such Borrower’s Obligations now or hereafter existing under any Loan Document, this Agreement irrespective of whether or not such Agent or such Lender Bank shall have made any demand hereunder under this Agreement or thereunder under any of the other Transaction Documents and although such obligations may be contingent or unmaturedunmatured or are owed to a branch or office of such Bank or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender Bank shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.21 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, the Issuing Banks and the LendersBanks (including the Swingline Bank), and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank as to which it exercised such right of set-offsetoff. Each Agent and each Lender Bank agrees to promptly notify such Loan Party promptly the applicable Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided Bank, provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders Banks under this Section 12.05 9.02 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Banks may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan DocumentDocument and any Note held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under such Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting . Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the Agents and obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have under this Agreement against the Agent or any Lender for the Agent's or such Lender's, as the case may be, gross negligence or wilful misconduct, but no Lender shall be liable for the conduct of the Agent or any other Loan Documents Lender, and the Agent shall not be liable for the conduct of law or otherwiseany Lender. SECTION 8.06.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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 set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Party or any of their respective Affiliates such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender Party, irrespective of whether or not such Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations may be contingent of such Borrower or unmaturedsuch Loan Party are owed to a branch or office of such Lender Party 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 set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the LendersLender Parties, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Party or their respective Affiliates may have. Each Agent and each Lender Party agrees to notify such Loan Party the applicable Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized, in addition to any Agent other right or remedy that any Lender may, and is hereby authorized tomay have by operation of law or otherwise, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan Parties) and Borrower), to the fullest extent permitted by law, set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement and any Loan DocumentNote held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-offsetoff) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault has occurred and is continuing, any Agent or any Lender may, each of the Banks and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice time to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan DocumentCredit Document to such Bank, irrespective of whether or not such Agent or such Lender shall have Bank has made any demand hereunder or thereunder under any Credit Document and although such obligations of the Borrower may be contingent or unmatured, are owed to a branch or office of such Bank different from the branch or office holding such deposit or obligated on such indebtedness, or are owed to such Bank and not to the Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender Bank or its Affiliate shall exercise any such right of set-off, (ai) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.12 and, pending such payment, shall be segregated by such Defaulting Lender Bank or its Affiliate from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the LendersBanks, and (bii) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank or its Affiliate as to which it exercised such right of set-off. The rights of each of the Banks and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the Banks or their respective Affiliates may have. Each Bank may notify the Borrower and the Administrative Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that application, but the failure to give such notice shall not affect the validity of such set-off and application. The If any Affiliate of a Bank exercises any rights of the Agents and the Lenders under this Section, it shall share the benefit received in accordance with Section 12.05 are in addition to 5.8 as if the other rights and remedies (including other rights benefit had been received by the Bank of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseit is an Affiliate.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Issuing Bank, the Swingline Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Issuing Bank, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan other Credit Party against any and all of the obligations of the Loan Parties either Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender, the Issuing Bank or the Swingline Lender, irrespective of whether or not such Agent Lender, the Issuing Bank or such the Swingline Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document. The rights of each Lender, the Issuing Bank, the Swingline Lender and although their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such obligations Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates may be contingent or unmatured; provided that in have. Each Lender, the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Issuing Bank and the Lenders, and (b) 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 set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Right of Set-off. Upon the occurrence and during During the continuance of any Event of Default, any Agent or any each Obligor hereby irrevocably authorizes each Lender may, and is hereby authorized to, at any time and from time to time, time without prior notice to any Loan Party (such Obligor, any such notice being expressly waived by the Loan Parties) each Obligor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) , but excluding deposits held by such Obligor as a fiduciary for others), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of such Obligor, or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of such Obligor to such Lender hereunder and claims of every nature and description of such Lender against such Obligor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any Loan Party against any and all obligations of the Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such the Administrative Agent or such any Lender shall have has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting . Such Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to notify the relevant Obligor and the Administrative Agent for further application in accordance with the provisions promptly of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 subsection are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, any the Certificate Holders, Indenture Trustee, Collateral Agent or any Lender may, and each Securityholder is hereby authorized to, at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the Lessor, the Guarantors or to any Loan Party (other Person, any such notice being hereby expressly waived by the Loan Parties) waived, to set off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held and other Indebtedness at any time held or owing by such the Certificate Holders, Indenture Trustee, Collateral Agent or such Lender Securityholder (including, without limitation, by branches and agencies of the Certificate Holders, Indenture Trustee, Collateral Agent or any of their respective Affiliates such Securityholder wherever located) to or for the credit or the account of the Guarantors against and on account of the obligations and liabilities of the Guarantors hereunder or under any Loan Party against any of the other Operative Agreements, and all obligations other claims of the Loan Parties either now any nature or hereafter existing under description arising out of or connected with this Guarantee or any Loan Documentother Operative Agreement, irrespective of whether or not such the Certificate Holders, Indenture Trustee, Collateral Agent or such Lender Securityholder shall have made any demand hereunder or thereunder and although such obligations may said obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off. The Certificate Holders, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 andIndenture Trustee, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) 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 set-off. Each Collateral Agent and each Lender agrees to Securityholder shall notify such Loan Party Guarantor promptly after of any such set-off and the application made by such Agent the Certificate Holders, Indenture Trustee or such Lender or any of their respective Affiliates provided Securityholder; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, each Credit Party and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Credit Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement held by such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 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 Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender Credit Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-set- off and application. The rights of the Agents each Credit Party and the Lenders its Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Credit Party and the Lenders its Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or Lender, such Lender L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or such L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender, each L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Lender, such L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes or Advances due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, and each Bank is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates Bank to or for the credit or the account of any Loan Party the Company or the applicable Borrowing Subsidiary against any and all of the obligations of the Loan Parties either Company or the applicable Borrowing Subsidiary now or hereafter existing under this Agreement, the Notes held by such Bank, and any Loan DocumentLetter of Credit Reimbursement Agreement to which such Bank is a party, irrespective of whether or not such Agent or such Lender Bank shall have made any demand hereunder under this Agreement, any such Note or thereunder such Letter of Credit Reimbursement Agreement and although such obligations may be contingent or unmaturedunmatured (other than as provided in clause (b) above); provided that in the event that any Defaulting Lender Bank shall exercise any such right of set-off, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.24 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Agents Agent and the LendersBanks, and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of set-off. Each Agent and each Lender Bank agrees promptly to notify such Loan Party promptly the Company after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Bank under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Bank may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default and the acceleration of the obligations owing hereunder and under the Notes, or at any time upon the occurrence and during the continuance of any an Event of Default, any Agent or any Lender mayDefault under Section 6.01(a), and is hereby authorized toonly under such circumstances, at any time and from time to timeeach Lender shall have the right, without prior notice to any Loan Party (either Borrower, any such notice being expressly waived by the Loan Parties) and each Borrower to the fullest extent permitted not prohibited by applicable law, set to set-off and apply against any and all deposits (general indebtedness, whether matured or specialunmatured, time of such Borrower to such Lender, any amount owing from such Lender to such Borrower, at, or demand, provisional or final) at any time held and other Indebtedness at after, the happening of any time owing of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Agent Lender against either Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of such Borrower, or against anyone else claiming through or against such Borrower or such Lender or any of their respective Affiliates to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver or execution, judgment or attachment creditor, notwithstanding the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided fact that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately not have been exercised by such Lender prior to the Administrative Agent for further application in accordance with the provisions making, filing or issuance, or service upon such Lender of, or of Section 4.04 andnotice of, pending any such paymentpetition, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignment for the benefit of creditors, appointment or application for the Agents and the Lendersappointment of a receiver, and (b) the Defaulting or issuance of execution, subpoena, order or warrant. Each Lender shall provide agrees promptly to notify the related Borrower and the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of 107 whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of Borrower may be contingent or unmatured; provided unmatured 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. 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 in such Lender, the event that any Defaulting L/C Issuer or their respective Affiliates may have. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender L/C Issuer agrees to notify such Loan Party Borrower and Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights Notwithstanding the provisions of the Agents and the Lenders under this Section 12.05 are in addition to 10.8, if at any time any Lender, the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement L/C Issuer or any other Loan Documents of law their respective Affiliates maintains one or otherwisemore deposit accounts for Borrower into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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 set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.. 134

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness obligations at any time owing by such Agent or such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any Loan Documentother Credit Document held by such Lender or their respective Affiliates, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder any other Credit Document and although such obligations may be contingent contingent, unmatured or unmaturedare owed to a branch office or Affiliate of such Lender different 104 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 set-offsetoff, (ax) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (the Administrative Agent and the Collateral Agent, in respect of any Agent or any Lender mayunpaid fees, costs and expenses payable hereunder) is hereby authorized to, at any time and from time to time, without prior notice to any Loan Party (the Company and Borrower, any such notice being expressly waived by the Company and Borrower (on its own behalf and on behalf of each Loan PartiesParty and each of its subsidiaries) and to the fullest extent permitted by lawapplicable Law, set off to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by by, such Lender and its Affiliates, the Administrative Agent or such Lender or any of their respective Affiliates the Collateral Agent to or for the credit or the account of any the respective Loan Party Parties and their subsidiaries against any and all obligations of Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Parties either Document, now or hereafter existing under any Loan Documentexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any demand hereunder or thereunder other Loan Document and although such obligations Obligations may be contingent or unmatured; provided unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or Indebtedness. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately agrees promptly to notify Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents Administrative Agent, the Collateral Agent and the Lenders each Lender under this Section 12.05 10.06 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents Administrative Agent, the Collateral Agent and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided Affiliates; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 11.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the Issuing Bank, the Swing Line Lender, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, Swing Line Lender, the Issuing Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of the such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender, the Swing Line Lender, or the Issuing Bank, irrespective of whether or not such Agent Lender, the Swing Line Lender, or such Lender the Issuing Bank shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender, the Swing Line Lender, or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Swing Line Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Lender shall exercise any such right of set-offSwing Line Lender, (a) all amounts so set off shall be paid over immediately the Issuing Bank or their respective Affiliates may have. Each Lender, the Swing Line Lender, and the Issuing Bank agrees to notify the Parent and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 9.3(d) 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 13.13 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Administrative Agent or any and each Lender may, and is hereby authorized to, at any time and from time to time-to-time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such the Administrative Agent or any such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, the Notes held by such Lender, and the other Credit Documents, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder under this Agreement, any Note, or thereunder such other Credit Documents, and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) 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 set-off. Each The Administrative Agent and each Lender agrees to promptly notify such Loan Party promptly the Borrower after any such set-off and application made by such the Administrative Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such the notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders under this Section 12.05 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Administrative Agent or the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.have

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.16(a) 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan Party Letter of Credit Obligor against any and all of the obligations of the Loan Parties either Borrower or such Letter of Credit Obligor now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrower or such Letter of Credit Obligor may be contingent or unmatured; provided unmatured 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. The 86 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 in such Lender, the event that L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower or any Defaulting Lender shall exercise any such right Letter of set-offCredit Obligor, (a) all amounts so set off shall be paid over immediately to as the case may be, and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-set- off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that 114 any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with to pay the provisions amount of Section 4.04 Advances and interest thereon then due and payable to the Lenders on a pro rata basis 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Facility Agent or any and each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held (including, but not limited to, the Earnings Accounts) and other Indebtedness indebtedness at any time owing by such Agent or the Facility Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrowers or any Loan other Security Party against any and all obligations of the Loan Parties either Obligations of the Borrowers or other Security Party now or hereafter existing under any Loan Documentthe Transaction Documents, irrespective of whether or not such the Facility Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each The Facility Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrowers after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Facility Agent and the Lenders each Lender and their respective Affiliates under this Section 12.05 19.1 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Facility Agent, such Lender and their respective Affiliates may have. Notwithstanding anything to the contrary set forth in Section 17 or elsewhere herein, the Facility Agent may not discriminate against the Lenders may have under this Agreement or generally in favor of its own interests when exercising setoff rights against amounts received from any other Loan Documents of law or otherwiseSecurity Party hereunder, including any amount in any Earnings Accounts.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. No Lender shall exercise any such right of set-off without the prior consent of the Agents or the Required Lenders. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Affiliates, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any each Guarantor hereby irrevocably authorizes each Lender may, and is hereby authorized to, the Issuing Lender at any time and from time to time, time without notice to such Guarantor or any Loan Party (other Guarantor, any such notice being expressly waived by the Loan Parties) each Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent Lender or such the Issuing Lender or any of their respective Affiliates branch or agency thereof to or for the credit or the account of such Guarantor, or any part thereof in such amounts as such Lender or the Issuing Lender may elect, against and on account of the obligations and liabilities of such Guarantor to such Lender or the Issuing Lender hereunder and claims of every nature and description of such Lender or the Issuing Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any Loan Party against any and all obligations of Document or otherwise, as such Lender or the Loan Parties either now or hereafter existing under any Loan DocumentIssuing Lender may elect, irrespective of whether or not such Agent the Agent, the Issuing Lender or such Lender shall the Lenders have made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Agent, the event that any Defaulting Issuing Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting Lender shall provide Lenders agree 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Guarantor after any such set-off and the application made by such Agent or such the Agent, the Issuing Lender or any of their respective Affiliates the Lenders, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Agent, the Issuing Lender and the Lenders under this Section 12.05 4 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Agent, the Issuing Lender or the Lenders may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of at law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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. No Lender or L/C Issuer shall exercise any such right of set-offoff without the prior consent of the Agents or the Required Lenders. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the obligations of the Borrowers or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrowers or 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, however, that none of the Lenders, L/C Issuer or any of their respective Affiliates may offset amounts owed by it to the European Borrower or the European Holdco or deposits of the European Borrower or the European Holdco held by it against amounts owed to such Person by the US Loan Parties (except in respect of the event that any Defaulting Lender shall exercise any such right US Loan Parties’ guaranties of the European Obligations). 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 set-off) that such Lender, (a) all amounts so set off shall be paid over immediately the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrowers and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party Borrower against any and all of the obligations of the Loan Parties either Borrowers now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrowers after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, the Agents L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Lender, the Agents L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders and the Noteholders provided by Law, upon the occurrence and during the continuance of any Event of Default, any Agent or any each Lender may, and Noteholder and their respective Affiliates is hereby authorized to, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Borrower or any other Loan Party (Party, any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Loan PartiesParty and its Subsidiaries) and to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by such Agent or by, such Lender or any of Noteholder and their respective Affiliates to or for the credit or the account of any the respective Loan Party Parties and their Subsidiaries against any and all obligations of the Loan Parties either Obligations owing to such Lender or Noteholder and their respective Affiliates hereunder or under any other Term Debt Document, now or hereafter existing under any Loan Documentexisting, irrespective of whether or not such Agent or such Lender shall or Noteholder and their respective Affiliates have made demand under this Agreement or any demand hereunder or thereunder other Term Debt Document and although such obligations Obligations may be contingent or unmatured; provided that in unmatured or are owed to a branch or office of such Lender or Noteholder different from the event that any Defaulting branch or office holding such deposit or obligated on such indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or Noteholder or their respective Affiliates shall exercise any such have a right of set-off, (a) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Secured Party or its Affiliates to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrower. Each Secured Party agrees to notify the Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-set off and application made by such Agent or such Lender or any of their respective Affiliates Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents Administrative Agent and the Lenders each Secured Party under this Section 12.05 8.08 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents Administrative Agent and such Secured Party may have. Notwithstanding the Lenders may have under provisions of this Agreement Section 8.08, if at any time any Secured Party or any of its Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Documents Party into which Specified Government Accounts are deposited, such Person shall waive the right of law or otherwisesetoff set forth herein.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated 133 by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. (a) Upon the occurrence and during the continuance of any Event of Default, any Agent or any the Administrative Agent, each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness or obligations at any time owing by such Agent or the Administrative Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower or its Affiliates against any and all of the obligations of the Loan Parties either Borrower or its Affiliates now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder or thereunder under any Loan Document and although such obligations may be contingent unmatured or unmaturedare owed to a branch, office or Affiliate of the Administrative Agent or such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a written statement describing in reasonable detail the Obligations obligations of the Borrower under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees to promptly notify such Loan Party the Borrower or its Affiliates, as applicable, and the Administrative Agent in writing and the Administrative Agreement agrees to promptly notify the Borrower or any of their Affiliates, as applicable, after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender and their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents and the Lenders may have under this Agreement Administrative Agent or any other Loan Documents of law or otherwiseLender and their respective its Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Credit Party against any obligations and all obligations liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Loan Parties either now Notes, under the other Senior Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Any Person purchasing a Participation Interest in the Loans and Commitments hereunder pursuant to Section 2.02(c), 2.05(c), 3.13 or 10.03(d) may exercise all rights of set-off with respect to its Participation Interest as fully as if such Person were a Lender hereunder. The rights of the Agents each Lender (and the Lenders its Affiliates) under this Section 12.05 10.02 are in addition to the (and not in limitation of) any other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of applicable law or otherwise.. 119

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, each Secured Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party Subsidiary Guarantor or any other Obligor (any such notice being expressly waived by the Loan Parties) Borrower and the other Obligors), to the fullest extent permitted by law, set off setoff and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding the funds held in accounts clearly designated as escrow or trust accounts held by any Subsidiary Guarantor for the benefit of Persons which are not Affiliates of any Subsidiary Guarantor, whether or not such setoff results in any loss of interest or other penalty, and including without limitation all certificates of deposit) at any time held held, and any other funds or Property at any time held, and other Indebtedness at any time owing by such Agent or such Lender Secured Party or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan Party other Obligor against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, Guaranteed Obligations irrespective of whether or not such Agent or such Lender shall Secured Party will have made any demand hereunder under the Loan Agreement, this Agreement, the Notes or thereunder any other Loan Document and although such obligations of the Subsidiary Guarantor may be contingent or unmatured; provided that in unmatured or are owed to a branch or office of such Secured Party different from the event that any Defaulting Lender shall exercise any branch or office holding such deposit or obligated on such indebtedness. Should the right of set-offany Secured Party to realize funds in any manner set forth hereinabove be challenged and any application of such funds be reversed, (a) all amounts so set off whether by court order or otherwise, the Secured Parties shall be paid over immediately make restitution or refund to the Administrative Agent for further application Borrower pro rata in accordance with their (or their Affiliates’) Revolving Loan Commitments. Each Secured Party agrees to promptly notify the provisions Borrower, on behalf of Section 4.04 anditself and the other Obligors, pending such paymentand the Agent, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit on behalf of the Agents and the LendersSecured Parties, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall will not affect the validity of such set-off setoff and application. The rights of the Agents Agent and the Lenders Secured Parties and their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including without limitation other rights of set-offsetoff) which the Agents Agent or the Secured Parties may have. This Section is subject to the terms and provisions of Sections 4.5 and 11.8 of the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseAgreement.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Fronting Bank, the Swingline Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Fronting Bank, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party such Guarantor against any and all of the obligations of the Loan Parties either such Guarantor now or hereafter existing under this Guaranty or any other Loan DocumentDocument to such Lender, the Fronting Bank or the Swingline Lender, irrespective of whether or not such Agent Lender, the Fronting Bank or such the Swingline Lender shall have made any demand hereunder under this Guaranty or thereunder any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender, the Fronting Bank or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Fronting Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Fronting Bank, the Swingline Lender shall exercise any such right of set-offor their respective Affiliates may have. Each Lender, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Fronting Bank and the Lenders, and (b) 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 set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party Guarantor and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault pursuant to Section 7.01(b), any the Administrative Agent or any and each Lender may, (and is their respective banking Affiliates) are hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in accounts pledged to secure other Indebtedness of the Borrower or any Guarantor, the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time held and other Indebtedness UAL Term Loan Credit Agreement 2020 indebtedness at any time owing by such the Administrative Agent or and each such Lender (or any of their respective Affiliates such banking Affiliates) to or for the credit or the account of the Borrower or any Loan Party Guarantor against any and all obligations of any such overdue amounts owing under the Loan Parties either now or hereafter existing under any Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmaturedunder any Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of set-offsetoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.26(g) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, Lenders and (by) the Defaulting Lender shall will 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 set-offsetoff. Each Lender and the Administrative Agent and each Lender agrees agree promptly to notify such Loan Party promptly the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative Agent or such Lender (or any of their respective Affiliates such banking Affiliates), as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender and the Lenders Administrative Agent under this Section 12.05 2.23 are in addition to the other rights and remedies (including other rights of set-off) which the Agents such Lender and the Lenders Administrative Agent may have under this Agreement or upon the occurrence and during the continuance of any other Loan Documents Event of law or otherwiseDefault.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party the Company or XxXxxxx Properties (any such notice being expressly waived by the Loan PartiesCompany and XxXxxxx Properties) and to the fullest extent permitted by law, set to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by Lender and any and all other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Company and/or XxXxxxx Properties against any and all obligations of (a) in the case of the Loan Parties either now or hereafter existing under any Loan DocumentCompany, the Company's Obligations and (b) in the case of XxXxxxx Properties, the XxXxxxx Properties' Obligations, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder under any other Transaction Document and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to promptly notify such Loan Party promptly the Company or XxXxxxx Properties, as the case may be, after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided Lender, provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders Lender under this Section 12.05 7.02 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Lender may have under have. Nothing contained in this Agreement or any other Loan Transaction Document shall (a) impair the right of Lender to exercise any right of set-off or counterclaim it may have against the Company and to apply the amount subject to such exercise to the payment of indebtedness of the Company unrelated to this Agreement or the other Transaction Documents or (b) impair the right of law Lender to exercise any right of set-off or otherwisecounterclaim it may have against XxXxxxx Properties and to apply the amount subject to such exercise to the payment of indebtedness of XxXxxxx Properties unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized, in addition to any Agent other right or remedy that any Lender may, and is hereby authorized tomay have by operation of law or otherwise, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan Parties) and Borrower), to the fullest extent permitted by law, set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement and any Loan DocumentNote held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) the Defaulting *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-offsetoff) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-set- off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.. Section 12.06

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the issuance of an Acceleration Notice, any the Refinancing Lender Agent or any and each Refinancing Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) ), other than the Pledged Accounts and the Controlled Accounts, at any time held and other Indebtedness indebtedness at any time owing by the Refinancing Lender Agent, such Agent Refinancing Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthe Financing Documents, irrespective of whether or not such the Refinancing Lender Agent or such Refinancing Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting . The Refinancing Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Refinancing Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Refinancing Lender Agent and the Lenders each Refinancing Lender Party and their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which that the Agents Refinancing Lender Agent, such Refinancing Lender Party and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Party the Guarantor against any obligations and all obligations liabilities of the Loan Parties either now Guarantor to such Lender (and its Affiliates) hereunder, under the Notes, under the other Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Guarantor after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Any Person purchasing a Participation Interest in the Loans and Commitments pursuant to the applicable provisions of the Credit Agreement may exercise all rights of setoff with respect to its Participation Interest as fully as if such Person were a Lender. The rights of the Agents each Lender (and the Lenders its Affiliates) under this Section 12.05 22 are in addition to the (and not in limitation of) any other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of applicable law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party a Borrower against any and all of the obligations of the Loan Parties either Borrowers now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrowers after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, the Agents L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Lender, the Agents L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the ---------------- continuance of any Event of Default, any Agent or any the Administrative Agent, each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note or Notes held by such Lender Party, irrespective of whether or not the Administrative Agent, such Agent Lender Party or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided provided, however, that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set any such set-off and application shall be paid over immediately subject to the Administrative Agent for further application in accordance with -------- ------- the provisions of Section 4.04 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 Agents and the Lenders, 2.11 and (b) the Defaulting each Lender Party shall provide promptly to give the Administrative Agent a statement describing at least two (2) Business Days' prior written notice of its intent to set off, and each Lender Party shall cooperate with the Administrative Agent in taking any such reasonable detail actions as may be necessary to minimize any adverse effect of Sections 580 and 726 of the Obligations owing to such Defaulting Lender as to which it exercised such right California Code of set-offCivil Procedure. Each The Administrative Agent and each Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the -------- failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, each Lender Party and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Administrative Agent, such Lender Party and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon The EPN Group Administrative Agents and each of the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is EPN Group Lenders are hereby irrevocably authorized to, at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly hereby waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the EPN Group Administrative Agents or such Lender or any of their respective Affiliates EPN Group Lenders to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations part thereof in such amounts as the EPN Group Administrative Agents or such EPN Group Lenders may elect, on account of the Loan Parties either now liabilities of the Guarantor hereunder and claims of every nature and description of the EPN Group Administrative Agents or hereafter existing such EPN Group Lenders against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Loan DocumentNote or otherwise, irrespective of as the EPN Group Administrative Agents or such EPN Group Lenders may elect, whether or not such Agent the EPN Group Administrative Agents or such Lender shall EPN Group Lenders have made any demand hereunder or thereunder for payment. The EPN Group Administrative Agents and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit each of the Agents and EPN Group Lenders shall notify the Lenders, and (b) the Defaulting Lender shall provide Guarantor 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off made by it and the application made by such Agent or such Lender or any it of their respective Affiliates the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the EPN Group Administrative Agents and each of the EPN Group Lenders under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the EPN Group Administrative Agents and the or such EPN Group Lenders may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without prior notice to any Loan Party (the Borrower, any such 116430174v7 79 118937410v3 notice being expressly waived by the Loan Parties) and Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other Indebtedness obligations at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either now or hereafter existing under any Loan DocumentObligations held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.26(b) 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Lender agrees promptly to notify the Administrative Agent and each Lender agrees to notify such Loan Party promptly the Borrower after any such set-off and any application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition Each Lender agrees to apply all amounts collected from any such set-off to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or Obligations before applying such amounts to any other Loan Documents Indebtedness or other obligations owed by the Borrower and any of law or otherwiseits Subsidiaries to such Lender.

Right of Set-off. Upon Upon: (i) the occurrence and during the continuance of any Event of Default; and (ii) the making of the request or the granting of the consent specified by Section 6.01 by the Required Lenders to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01 and notice to the Borrower as required under Section 6.01, any Agent or any each Lender may, and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Lender or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of the such Loan Parties either Party now or hereafter existing under any Loan Documentthis Agreement and the Note held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder such Note and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting . Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such applicable Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender and the Lenders its Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the Agents conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Lenders may Administrative Agent and when the Administrative Agent shall have under this Agreement been notified by each Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns, except that neither the Borrower nor the Guarantors shall have the right to assign its rights hereunder or any other Loan Documents interest herein without the prior written consent of law or otherwisethe Lenders.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing (or the Required Lenders shall have demanded payment of the Obligations), any Agent or any each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or 106 demand, provisional or final, in whatever currency) at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing owing, by such Agent or such Lender or any of their respective Affiliates such Affiliate, to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Agent or Document to such Lender shall have made any demand hereunder or thereunder and its Affiliates, although such obligations of the Borrower may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (b) 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 set-off. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Borrower and Administrative Agent promptly after any such set-off and application made by and share such Agent or such Lender or any of their respective Affiliates set-off pursuant to Section 2.16(d); provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting Lender DOCID - 27822767.5 ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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 set-off. setoff.. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.. Section 12.06

Right of Set-off. Upon Each Guarantor hereby irrevocably authorizes the occurrence EPN Group Administrative Agents and during each of the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, EPN Group Lenders at any time and from time to time, time without notice to such Guarantor or any Loan Party (other Guarantor, any such notice being expressly waived by the Loan Parties) each Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the EPN Group Administrative Agents or such EPN Group Lender or any of their respective Affiliates to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the EPN Group Administrative Agents or such EPN Group Lenders may elect, against any and all obligations on account of the obligations and liabilities of such Guarantor to the EPN Group Administrative Agents and the EPN Group Lenders hereunder and claims of every nature and description of the EPN Group Administrative Agents and the EPN Group Lenders against such Guarantor, in any currency, whether arising hereunder, under the EPN Credit Agreement, the EPNHC Credit Agreement, the Notes, the other Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such EPN Group Lenders may elect, whether or not such Agent the EPN Group Administrative Agents or such Lender shall have any of the EPN Group Lenders has made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit . Each of the Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender EPN Group Lenders agrees to notify such Loan Party Guarantor promptly after of any such set-off and the application made by such Agent EPN Group Lenders or such Lender or any of their respective Affiliates the EPN Group Administrative Agents, as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each of the Agents EPN Group Lenders and the Lenders EPN Group Administrative Agents under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the such EPN Group Lenders may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault has occurred and is continuing, any Agent or any Lender may, each of the Banks and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice time to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan DocumentCredit Document to such Bank, irrespective of whether or not such Agent or such Lender shall have Bank has made any demand hereunder or thereunder under any Credit Document and although such obligations of the Borrower may be contingent or unmatured, are owed to a branch or office of such Bank different from the branch or office holding such deposit or obligated on such indebtedness, or are owed to such Bank and not to the Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender Bank or its Affiliate shall exercise any such right of set-off, (ai) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.11 and, pending such payment, shall be segregated by such Defaulting Lender Bank or its Affiliate from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the LendersBanks, and (bii) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank or its Affiliate as to which it exercised such right of set-off. The rights of each of the Banks and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the Banks or their respective Affiliates may have. Each Bank may notify the Borrower and the Administrative Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that application, but the failure to give such notice shall not affect the validity of such set-off and application. The If any Affiliate of a Bank exercises any rights of the Agents and the Lenders under this Section, it shall share the benefit received in accordance with Section 12.05 are in addition to 5.8 as if the other rights and remedies (including other rights benefit had been received by the Bank of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseit is an Affiliate.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach of the Lenders is, and is subject (as between the Lenders) to the provisions of subsection (c) of this Section 14.10, hereby authorized to, at any time and from time to time, without notice to any Loan Party Borrower (any such notice being expressly waived by the Loan PartiesBorrower) and to the fullest extent permitted by law, set to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held held, and other Indebtedness indebtedness at any time owing owing, by such Agent or such Lender or in any of their respective Affiliates its offices, in Dollars or in any other currency, to or for the credit or the account of any Loan Party Borrower against any and all of the respective obligations of the Loan Parties either Borrower now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such Agent Lender or such any other Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured and such deposits or indebtedness may be unmatured; provided . Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, banker's lien, or similar rights against any deposit or other indebtedness of Borrower whether or not located in Colorado or any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such laws in significant impairment of the event ability of all the Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees that any Defaulting no Lender shall exercise any such right of set-off, banker's lien, or otherwise, against any assets of Borrower (aincluding all general or special, time or demand, provisional or other deposits and other indebtedness owing by such Lender to or for the credit or the account of Borrower) all amounts so set off shall be paid over immediately to without the prior written consent of Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Required Lenders, and (b) the Defaulting . Each Lender shall provide promptly to the notify Borrower and Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 14.10 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement have. If an Event of Default has resulted in the Loans becoming due and payable prior to the stated maturity thereof, each Lender agrees that it shall turn over to Administrative Agent any payment (whether voluntary or involuntary, through the exercise of any other Loan Documents right of law setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by all the Lenders.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any the Administrative Agent, each Lender and each Co-Agent or any Lender may, and is are hereby irrevocably authorized to, at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly hereby waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or the Administrative Agent, such Lender or any of their respective Affiliates such Co-Agent to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations part thereof in such amounts as the Administrative Agent, such Lender or such Co-Agent may elect, on account of the Loan Parties either now liabilities of the Guarantor hereunder and claims of every nature and description of the Administrative Agent, such Lender or hereafter existing such Co-Agent against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the Notes, any Letter of Credit or otherwise under any Loan other Credit Document, irrespective of as the Administrative Agent, such Lender or such Co-Agent may elect, whether or not the Administrative Agent, such Agent Lender or such Lender shall have Co-Agent has made any demand hereunder or thereunder for payment and although such obligations liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting . The Administrative Agent, each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to Co-Agent shall notify such Loan Party the Guarantor promptly after of any such set-off made by it and the application made by such Agent or such Lender or any it of their respective Affiliates provided the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, each Lender and the Lenders each Co-Agent under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent, such Lender or such Co-Agent may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance ---------------- of any Event of DefaultDefault under Section 9(a) of the Credit Agreement, any the Administrative Agent or any and each Lender may, and is hereby irrevocably authorized to, at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) and Guarantor to the fullest extent permitted by applicable law, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such the Administrative Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations of part thereof in such amounts as the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Administrative Agent or such Lender shall have may elect, against or on account of the obligations and liabilities of the Guarantor to the Administrative Agent or such Lender hereunder with respect to any amount then due and payable under Section 9(a) of the Credit Agreement, whether or not the Administrative Agent or such Lender has made any demand hereunder or thereunder for payment and although such obligations and liabilities may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the . The Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to Lender, as the case may be, shall notify such Loan Party the Guarantor promptly after of any such set-off and the application made by such the Administrative Agent or such Lender or any Lender, as the case may be, of their respective Affiliates the proceeds thereof; provided that the failure -------- to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault has occurred and is continuing, any Agent or any Lender may, each of the Lenders and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice time to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under this Agreement or any Loan Documentother Credit Facility Document to such Lender, irrespective of whether or not such Agent or such Lender shall have has made any demand hereunder under this Agreement or thereunder any other Credit Facility Document and although such obligations of the Borrower may be contingent or unmatured; provided unmatured 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. The rights of each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers' lien) that in the event that any Defaulting Lenders or their respective Affiliates may have. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately agrees to promptly notify the Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates provided that application, but the failure to give such notice shall not affect the validity of such set-off setoff and application. The If any Affiliate of a Lender exercises any rights of the Agents and the Lenders under this Section 12.05 are 10.3, it shall share the benefit received in addition to accordance with Section 12.1(2) as if the other rights and remedies (including other rights benefit had been received by the Lender of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseit is an Affiliate.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or 128498985v11 such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 6.01, any each Agent or any and each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Agent and the Lenders each Lender and their respective Affiliates under this Section 12.05 9.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Agent, such Lender and their respective Affiliates may have. Binding Effect . This Agreement shall become effective when it shall have been executed by the Agents Loan Parties and each Agent and the Lenders may Administrative Agent shall have under this Agreement been notified by each initial Lender that such initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each Lender. This Agreement is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other Loan Documents of law or otherwisethan the parties hereto.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan Party Subsidiary Obligor against any and all of the obligations of the Loan Parties either Borrower or such Subsidiary Obligor now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrower or such Subsidiary Obligor may be contingent or unmatured; provided unmatured 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. 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 in such Lender, the event that L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower or any Defaulting Lender shall exercise any such right of set-offSubsidiary Obligor, (a) all amounts so set off shall be paid over immediately to as the case may be, and the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party (and in the case of a set-off by a Lender, the Administrative Agent) promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.. 147

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and Secured Party is hereby authorized toto then, or at any time thereafter and from time to time, without notice to any Loan Party Debtors (any such notice being expressly waived by the Loan PartiesDebtors), apply and set-off (i) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) of Debtors at any time held by Secured Party; (ii) any and all other Indebtedness claims of Debtors against Secured Party, now or hereafter existing, (iii) any and all other indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates Secured Party to or for the credit or the account of any Loan Party against Debtors; (iv) any and all obligations money, Instruments, securities, Documents, Chattel Paper, credits, claims, demands and other Assets, rights or interests of Debtors which at any time shall come into the possession or custody or under the control of Secured Party, for any purpose; and (v) the Proceeds of any of the Loan Parties either now or hereafter existing under any Loan Documentforegoing Assets against the Secured Indebtedness as if the same were included in the Collateral, irrespective and Debtors hereby grant to Secured Party a security interest in, a general lien upon, and a right of set-off against the foregoing described Assets as security for the Secured Indebtedness. Secured Party shall have the right to so set-off and apply such Assets against the Secured Indebtedness regardless of whether or not such Agent or such Lender Secured Party shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that for payment of any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting Lender Secured Indebtedness or 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 set-offhave given any other notice. Each Agent and each Lender Secured Party agrees to promptly notify such Loan Party promptly Debtors after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure of Secured Party to give any such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders Secured Party under this Section 12.05 5.3 are in addition to the Secured Party’s other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise).

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 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 Agents and the Lenders, and (b) 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. No Lender shall exercise any such right of set-offoff without the prior consent of the Agents or the Required Lenders. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the 114 failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any Agent the Guarantor hereby irrevocably authorizes the Issuing Lender or any Lender may, and is hereby authorized to, L/C Participant at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C 117 Participant to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Issuing Lender or such L/C Participant may elect, against any and all obligations on account of the obligations and liabilities of the Guarantor to the Issuing Lender or such L/C Participant hereunder and claims of every nature and description of the Issuing Lender or such L/C Participant against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the other Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such Agent the Administrative Agent, the Issuing Lender or such Lender shall have any L/C Participant has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Issuing Lender and each L/C Participant agree to notify the event that any Defaulting Lender shall exercise Guarantor promptly of any such right of set-off, (a) 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 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C Participant, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Issuing Lender and the Lenders each L/C Participant under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents Issuing Lender and the Lenders such L/C Participant may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Term Loans due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates Lender, as applicable, to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application to the Borrower’s obligations hereunder as provided in accordance with the provisions of Section 4.04 2.17(b) 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent the Guarantor hereby irrevocably authorizes the Buyers or any Lender may, and is hereby authorized to, of their Affiliates at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender the Buyers or any of their respective Affiliates to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Buyers may elect, against any and all obligations on account of the Loan Parties either now obligations and liabilities of the Guarantor to the Buyers hereunder (subject to the liability limitation in Section 2(f) of this Guaranty and Section 19(k) of the Master Repurchase Agreement) and claims of every nature and description of the Buyers or hereafter existing any of their Affiliates against the Guarantor, in any currency, whether arising hereunder, under any Loan Documentthe Master Repurchase Agreement as the Buyers may elect, irrespective of whether or not such Agent or such Lender shall the Buyers have made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Buyers shall notify the event that any Defaulting Lender shall exercise any such right Guarantor promptly of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates the Buyers, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Buyers and the Lenders their Affiliates under this Section 12.05 are in addition to the other rights and remedies (including without limitation, other rights of set-off) which the Agents Buyers and their Affiliates may have. Notwithstanding the Lenders may foregoing, in no event will any Buyer have under this Agreement the right to set-off, net, or apply against any Obligations in excess of the Maximum Recourse Amount any property, deposits, credits, indebtedness, claims or other Loan Documents amounts other than pursuant to Section 19(k) of law or otherwisethe Master Repurchase Agreement.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Administrative Agent or any and each Lender may, and is hereby authorized to, at any time and from time to time-to-time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such the Administrative Agent or any such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, the Notes held by such Lender, and the other Credit Documents, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder under this Agreement, any Note, or thereunder such other Credit Documents, and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) 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 set-offsetoff. Each The Administrative Agent and each Lender agrees to promptly notify such Loan Party promptly the Borrower after any such set-off and application made by such the Administrative Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such the notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders under this Section 12.05 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Administrative Agent or the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.Xxxxx Energy Partners -Operating L.P. Credit Agreement

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any the Administrative Agent or any and each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the . The Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender Party and their respective Affiliates under this Section 12.05 9.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding anything in the foregoing to the contrary, no Lender Party shall exercise any right of set-off against any Loan Party with respect to the Borrower's Obligations under the Loan Documents without the prior written consent of the Administrative Agent if the exercise of such right could limit or adversely affect the remedies available to the Lender Parties or restrict the order of the exercise of such remedies under any law applicable to the parties or to the exercise of any such remedies. If any Lender Party shall receive any payment or proceeds from any Loan Party in respect of the Obligations, such Person shall immediately pay such amounts to the Administrative Agent for distribution to the other Lender Parties in accordance with this Agreement and the Lenders may have under this Agreement or any other Loan Documents Documents. In the event that any such Lender Party improperly exercises any right of law set-off in violation of the terms of this Agreement, then such Person shall indemnify, defend and hold harmless the Administrative Agent and each of the other Persons among the Lender Parties from any loss or otherwiseinjury that may result from such Person's exercise of its right of set-off.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan PartiesBorrower) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties Borrower either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the 737240988 Administrative Agent for further application in accordance with the provisions of Section 4.04 3.04 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 Agents and the Lenders, and (b) 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 set-off. Each Agent and each Lender agrees to notify such Loan Party the Borrower promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Affiliates; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 9.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any ---------------- an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Credit Party against any obligations and all obligations liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Loan Parties either now Notes, under the other Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the -------- ------- validity of such set-off and application. Any Person purchasing a Participation Interest in the Loans and Commitments hereunder pursuant to Section 2.2(c), 3.13 or 10.3(d) may exercise all rights of setoff with respect to its Participation Interest as fully as if such Person were a Lender hereunder. The rights of the Agents each Lender (and the Lenders its Affiliates) under this Section 12.05 10.2 are in addition to the (and not in limitation of) any other rights and remedies (including other rights of set-set- off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of applicable law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender Lenders may, and is are hereby authorized toby Borrower, at any time and from time to time, to the fullest extent permitted by Applicable Laws, and without advance notice to any Loan Party Borrower (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawBorrower), set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other Indebtedness indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to Lenders to, or for the credit or the account of any Loan Party of, Borrower against any or all of the Loans and all Obligations and other liabilities and obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Document, irrespective of whether or not such Agent obligations have matured and irrespective of whether Lenders have exercised any other rights that they have or may have with respect to such Lender shall have made Loans and Obligations and other liabilities and obligations, including, without limitation, any demand hereunder or thereunder and although such obligations acceleration rights. The aforesaid right of set-off may be contingent exercised by Lenders against Borrower or unmatured; provided against any trustee in bankruptcy, debtor in possession, assignee for the benefit of the creditors, receiver, or execution, judgment or attachment creditor of Borrower, notwithstanding the fact that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately not have been exercised by Lenders prior to the Administrative Agent for further application in accordance with the provisions making, filing or issuance, or service upon Lenders of, or of Section 4.04 andnotice of, pending any such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust petition; assignment for the benefit of creditors; appointment or application for the Agents and the Lendersappointment of a receiver; or issuance of execution, and (b) 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 set-offsubpoena, order or warrant. Each Agent and each Lender agrees Lenders agree to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-offsetoff) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Party Grantor against any obligations and all obligations liabilities of such Grantor to such Lender (and its Affiliates) hereunder, under the Loan Parties either now Notes, under the other Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly applicable Grantor after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Any Person purchasing a Participation Interest in the Loans and Commitments pursuant to the applicable provisions of the Credit Agreement may exercise all rights of setoff with respect to its Participation Interest as fully as if such Person were a Lender. The rights of the Agents each Lender (and the Lenders its Affiliates) under this Section 12.05 7.14 are in addition to the (and not in limitation of) any other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of applicable law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Party Guarantor against any obligations and all obligations liabilities of such Guarantor to such Lender (and its Affiliates) hereunder, under the Loan Parties either now Notes, under the other Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 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 Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly applicable Guarantor after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Any Person purchasing a Participation Interest in the Loans and Commitments pursuant to the applicable provisions of the Credit Agreement may exercise all rights of setoff with respect to its Participation Interest as fully as if such Person were a Lender. The rights of the Agents each Lender (and the Lenders its Affiliates) under this Section 12.05 23 are in addition to the (and not in limitation of) any other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of applicable law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Administrative Agent or any and each Lender may, and is hereby authorized to, at any time and from time to time-to-time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such the Administrative Agent or any such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, the Notes held by such Lender, and the other Credit Documents, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder under this Agreement, any Note, or thereunder such other Credit Documents, and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents Administrative Agent and the Lenders, and (by) 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 set-off. Each The Administrative Agent and each Lender Xxxxxx agrees to promptly notify such Loan Party promptly the Borrower after any such set-off and application made by such the Administrative Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such the notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders under this Section 12.05 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Administrative Agent or the Lenders may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon The Guarantor hereby irrevocably authorizes the occurrence ---------------- Collateral Agent and during the continuance of any Event of Default, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to timetime (i) upon the occurrence of an Event of Default of the kind described in clauses (a) or (b) of Section 9.1.6 of the Credit Agreement, (ii) upon the occurrence of any Default of the kind described in clauses (c) or (d) of Section 9.1.6 of the Credit Agreement with respect to the Borrower, or (iii) upon the occurrence and continuance beyond the applicable grace period, if any, of any other Event of Default and with the consent of the Required Lenders, without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such the Collateral Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations of part thereof in such amounts as the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Collateral Agent or such Lender shall have may elect, against and on account of the obligations and liabilities of the Guarantor to the Collateral Agent or such Lender hereunder and claims of every nature and description of the Collateral Agent or such Lender against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Collateral Agent or such Lender may elect, whether or not the Collateral Agent or any Lender has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-off. Each The Collateral Agent and each Lender agrees to shall notify such Loan Party the Guarantor promptly after of any such set-off and the application made by such the Collateral Agent or such Lender or any of their respective Affiliates the proceeds thereof, provided that the -------- failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Collateral Agent and the Lenders each Lender under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Collateral Agent or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any each Agent or any and each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent or Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Borrower or any other party to a Loan Party Document against any and all obligations of the Loan Parties either Obligations of any such Borrower or such other party now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any Note or Notes and although such obligations may be contingent or unmatured; provided that in . If such deposits are not pledged pursuant to a valid security agreement, the event that prior written consent of the Administrative Agent shall be obtained before any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 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 Agents and the Lenders, and (b) 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 set-offexercised. Each Agent and each Lender agrees promptly to notify the Borrowers or such Loan Party promptly other party after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Agent and the Lenders each Lender and their respective Affiliates under this Section 12.05 9.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have. Notwithstanding the foregoing, no Agent or Lender shall have any set off rights against deposits which are subject to a security interest or rights in favor of another lender, or which are held for the Agents and the Lenders may have under this Agreement or benefit of any other Loan Documents Person, in each case to the extent that such lender or other Person is not an Affiliate of law or otherwisethe Operating Partnership.