Common use of Set-Off Clause in Contracts

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the L/C Issuer, each subsequent holder of Administrative Agent or any ObligationLender, and each of their respective affiliatesParticipant, is hereby authorized by the Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Lender, L/C Issuer, subsequent holderany Affiliate of the Administrative Agent or such Lender, or affiliatesuch Participant, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured; provided . (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2, 4.5 and 4.8) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the event that any Defaulting Lender shall exercise any Loans held by the other Lenders and such right of setoff, (x) all amounts so set off other adjustments shall be paid over immediately made as may be required so that all such payments of principal, interest or fees with respect to the Administrative Agent for further application in accordance with Loans held by the provisions of Section 1.14 and, pending such payment, Lenders shall be segregated shared by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly pro rata according 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 setofftheir respective Percentages.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, with the prior written consent each member of the Administrative Agent, each Lender, the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by the Borrower and each Guarantor Parties at any time or from time to time, without notice to the Borrower or such Guarantor Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of the any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations then due obligations and liabilities of the Borrower Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Revolving Loan DocumentsNotes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the Administrative Agent for further application in accordance with the of payments provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffArticle 2.

Set-Off. (a) Each Lender agrees that if any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to an Insolvency Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers and each other Credit Party agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (b) In addition to any rights now and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender and its Affiliates shall have the right, without prior notice to the Borrower or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of Credit Party, any such rightsnotice being expressly waived by the Credit Parties to the extent permitted by Applicable Law, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, to setoff and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held by or owing by that Lender, L/C Issuer, subsequent holder, to such Lender or affiliate, any branch or agency thereof to or for the credit or the account of the Borrower or any other Credit Party, or any part thereof in such Guarantor, whether or not maturedamounts as such Lender may elect, against and on account of the Loans and other Credit Party Obligations then due of the Borrower and the other Credit Parties to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all such Lender hereunder and claims of every nature and description of such Lender against the Borrower and the other Credit Parties, in any nature or description Currency, whether arising out hereunder or, under any other Credit Document provided by such Lender pursuant to the terms of or connected with the Loan Documentsthis Credit Agreement, irrespective of as such Lender may elect, whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have such Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such . The aforesaid right of setoff, (x) all amounts so set set-off shall may be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated exercised by such Defaulting Lender from its against the Borrower, any other funds and deemed held Credit Party or against any trustee in trust bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Administrative AgentBorrower or any other Credit Party, or against anyone else claiming through or against the L/C Issuer and Borrower or any other Credit Party, or any such trustee in bankruptcy, debtor in possession, assignee for the Lenders and (y) benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Defaulting fact that such right of set-off shall not have been exercised by such Lender shall provide prior to the occurrence of any Default or Event of Default. Each Lender agrees promptly to notify the Initial Borrower and the Administrative Agent a statement describing in reasonable detail after any such set-off and application made by such Lender; provided, however, that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffset-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender (after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, ) is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, Person (any such notice being hereby expressly waived), to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited to, indebtedness evidenced excluding any account established by certificates of deposit, whether matured or unmatured, the Borrower as a fiduciary for another party) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due to that Lender, L/C Issuer, now or subsequent holder hereafter existing under the any Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Agent or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 under such Loan Documents and although said obligations and liabilities, or any of them, the Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 5.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender agrees promptly to notify the Borrower (with a copy to the Agent) after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights and remedies of each Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

Set-Off. In addition The Borrower gives and confirms to each Lender and each Issuer a right of set-off of all moneys, securities and other property of the Borrower (whether special, general or limited) and the proceeds thereof, at any rights now time delivered to remain with or hereafter granted under in transit in any manner to such Lender or Issuer, its correspondent or its agents from or for the Loan Documents Borrower, whether for safekeeping, custody, pledge, transmission, collection or applicable Legal Requirements otherwise or coming into possession of such Lender or Issuer in any way, and not by way of limitation also, any balance of any such rights, upon the occurrence of any Event of Default, with the prior written consent deposit accounts and credits of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationBorrower with, and each any and all claims of their respective affiliates, is hereby authorized security for the payment of the Liabilities owed by the Borrower and each Guarantor at any time to such Lender or from time to timeIssuer, without notice to contracted with or acquired by the Borrower Lender or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositIssuer, whether such liabilities and obligations be joint, several, absolute, contingent, secured, unsecured, matured or unmatured, and the Borrower authorizes such Lender or Issuer at any time or times, without prior notice, to apply such money, securities, other property, proceeds, balances, credits of claims, or any part of the foregoing, to such liabilities in whatever currency denominatedsuch amounts as it may select, but whether such Liabilities be contingent, unmatured or otherwise, and whether any collateral security therefor is deemed adequate or not. Each Lender and each Issuer agrees to notify the Agent promptly after any such setoff and application made by such Lender or Issuer; provided, however, that the failure to give such notice shall not including trust accounts) affect the validity of such setoff and application. The rights described herein shall be in addition to any collateral security described in any separate agreement executed by the Borrower and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting setoff under applicable law or otherwise which each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C each Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderby, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower respective Loan Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, Purchaser and its Affiliates are each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Note Party at any time or from time to timetime subject to the consent of the Requisite Purchasers (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Note Party or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness obligations or Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Purchaser to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Note Party against and on account of the Obligations then due of any Note Party to that Lender, L/C Issuer, or subsequent holder such Purchaser hereunder and under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan other Note Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Purchaser shall have made any demand hereunder or (b) the principal of or the interest on the Loans and Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender Purchaser shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent Purchasers for further application in accordance with the provisions of Section 1.14 Sections 2.16 and 2.21 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative AgentPurchasers, the L/C Issuer and the Lenders and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent Purchasers a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Purchaser and its Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set off) that such Purchaser or its respective Affiliates may otherwise have; provided that upon the appointment of the Collateral Agent in accordance with the terms hereof, this Agreement and any other Note Document may be amended with the consent of the Required Purchasers and the Collateral Agent and no consent of Company shall be required in connection therewith.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, or otherwise fully matured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative portion of such excess payment so recovered, but without interest. For purposes of this Section 11.7(b), amounts owed to or recovered by, an Issuing Agent for further application in accordance connection with the provisions of Section 1.14 and, pending such payment, Reimbursement Obligations in which Banks have been required to fund their participation shall be segregated treated as amounts owed to or recovered by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Issuing Agent as a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBank hereunder.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Revolving Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In (a) After the occurrence and during the continuance of an Event of Default, in addition to any rights now or hereafter granted under the Loan Documents applicable law or applicable Legal Requirements otherwise, and not by way of limitation of any such rights, upon the occurrence Seller hereby grants to Purchaser and its Affiliates a right of set-off, without prior notice to Seller, any Event of Defaultsum or obligation (whether or not arising under this Agreement, with the prior written consent whether matured or unmatured, whether or not contingent and irrespective of the Administrative Agentcurrency, each Lenderplace of payment or booking office of the sum or obligation) owed by Seller to Purchaser or any Affiliate of Purchaser against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the L/C Issuercurrency, each subsequent holder place of any Obligation, payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to Seller and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply (ii) any and all deposits (general or specialspecified), monies, credits, securities, collateral or other property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Purchaser or its Affiliates or any entity under the control of Purchaser or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, indebtedness evidenced by certificates branches and agencies of depositPurchaser, whether matured or unmatured, wherever located). Purchaser shall give written notice to Seller of any set-off elected under this Article 15. (b) Purchaser and in whatever currency denominated, but not including trust accounts) and any other indebtedness its Affiliates are hereby authorized at any time held or owing by that Lenderand from time to time upon the occurrence and during the continuance of an Event of Default, L/C Issuer, subsequent holder, or affiliatewithout notice to Seller, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Purchaser or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder its Affiliates by Seller under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Transaction Documents, irrespective of whether Purchaser or not (a) that Lender, L/C Issuer, or subsequent holder its Affiliates shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch amounts, or any of them, may shall be contingent or unmatured; provided unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the event that estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 15 shall be effective to create a charge or other security interest. This Article 15 shall be without prejudice and in addition to any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions combination of Section 1.14 andaccounts, pending such payment, shall be segregated by such Defaulting Lender from its lien or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as rights to which it exercised such right any party is at any time otherwise entitled (whether by operation of setofflaw, contract or otherwise). (c) ANY AND ALL RIGHTS TO REQUIRE PURCHASER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO PURCHASER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lendersuch Lender hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (aA) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (bB) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the each L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor Borrower, to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, that L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower or any Guarantor to that Lender, that L/C Issuer, Issuer or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, that L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.16 hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, Obligation and each of their respective affiliates, Affiliates is hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Borrower, such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or premium trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, holder or affiliate, Affiliate to or for the credit or the account of the such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of such Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder or Affiliate under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or that subsequent holder or Affiliate shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; unmatured provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.6 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence continuance of any Event of DefaultDefault as to a particular Borrower, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligationdeposits or other sums credited by or due from any Lender solely to such Borrower, and each any securities or other property solely of their respective affiliates, is hereby authorized such Borrower in the possession of such Lender may be applied to or set off by such Lender against the Borrower payment of such Borrower's Obligations and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or specialother liabilities, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account hereafter arising, of the such Borrower or to such Guarantor, whether or not matured, against and on account of the Obligations then due to Lender. Each Lender agrees with each other Lender that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that if an amount to be set off is to be applied to Debt of a Borrower to such Lender, L/C IssuerOTHER THAN Debt evidenced by the Note held by such Lender, or subsequent holder such amount shall have made any demand hereunder or be applied ratably to such other Debt and to the Debt evidenced by the Note held by such Lender, and (b) if such Lender shall receive from a Borrower whether by voluntary payment, exercise of the principal right of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesset off, counterclaim, cross action, or enforcement of the claim evidenced by the Note held by such Lender by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Lender any amount in excess of themits ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, may be contingent such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, EITHER by way of distribution, assignment of claims (to such extent as is necessary), subrogation, or unmaturedotherwise as shall result in each Lender receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement; provided PROVIDED that in the event that if all or any Defaulting Lender shall exercise any part of such right of setoffexcess payment is thereafter recovered from such Lender, (x) all amounts so set off such disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 1.14 andsuch recovery, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with Default after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by the Borrower and each such Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, tax accounts and payroll accounts or any other account containing solely tax or trust funds, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, or otherwise fully matured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative portion of such excess payment so recovered, but without interest. For purposes of this Section 11.7(b), amounts owed to or recovered by, an Issuing Agent for further application in accordance connection with the provisions of Section 1.14 and, pending such payment, Reimbursement Obligations in which Banks have been required to fund their participation shall be segregated treated as amounts owed to or recovered by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Issuing Agent as a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBank hereunder.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence continuance of any Event of DefaultDefault as to a particular Borrower, with the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationBanks solely to that Borrower, and each any securities or other property solely of their respective affiliates, is hereby authorized that Borrower in the possession of such Bank may be applied to or set off by such Bank against the Borrower payment of the Borrower’s Obligations and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or specialother liabilities, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account hereafter arising, of that Borrower to such Bank. Each of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to Banks agrees with each other Bank that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lenderif an amount to be set off is to be applied to Debt of a Borrower to such Bank, L/C Issuerother than Debt owing to such Bank hereunder, or subsequent holder such amount shall have made any demand hereunder or be applied ratably to such other Debt and to the Debt owing to such Bank hereunder, and (b) if such Bank shall receive from a Borrower whether by voluntary payment, exercise of the principal right of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesset off, counterclaim, cross action, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit enforcement of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail claim based on the Obligations owing to such Defaulting Lender Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, assignment of claims (to such extent as is necessary), subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to which it exercised its proportionate payment as contemplated by this Agreement; provided that if all or any part of such right excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of setoffsuch recovery, but without interest.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, is hereby its Affiliates are authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held owing by, such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, any such Affiliate to or for the credit or the account of the Borrower against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender or any of its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of Borrower to that Lendersuch Lender or such Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Financing Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Financing Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 (Loans and Letters of Credit) and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.14 (Ratable Sharing) and 2.19 (Defaulting Lenders) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 9.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or their respective Affiliates may have. Failure of any Lender or Issuing Bank to give notice of any such setoff and application to Administrative Agent shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime (subject, in the case of a Lender or its Affiliates) to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and unmatured (in whatever currency denominated, but not including trust accountscurrency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliateAdministrative Agent, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder Administrative Agent and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Administrative Agent shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such different from the branch or office holding such deposit or obligation or such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify Borrower and Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon during the occurrence continuation of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agenteach Bank, each LenderAffiliate of a Bank, the L/C Issuer, and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that LenderBank, L/C Issuer, its Affiliate or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that LenderBank, L/C Issuer, its Affiliate or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that LenderBank, L/C Issuer, its Affiliate or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application portion of such excess payment so recovered, but without interest unless the purchasing Bank is required to pay interest thereon, in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other which case each Bank returning funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised purchasing Bank shall pay its pro rata share of such right of setoffinterest.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of any Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.15 hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Law and not by way of limitation of any such rights, upon the occurrence of and during the continuance of any Event of Default, with Default (after the prior written consent giving of any notice and the Administrative Agentexpiration of any grace period contained in the definition thereof), each Lender, the L/C Issuer, each of its Affiliates and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor Company at any time or from time to time, without notice to the Borrower or such Guarantor Company, or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness at any time held or owing by that LenderLender or Affiliate (including, L/C Issuerwithout limitation, branches or agencies of such Lender or Affiliate wherever located) or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or Company and to apply any such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected amounts in accordance with the Loan Documents, provisions of Section 2.11 irrespective of whether or not (a) that Lender, L/C Issuer, Affiliate or that subsequent holder shall have made any demand hereunder and whether or (b) the principal of not such deposits or the interest on the Loans other indebtedness are otherwise fully secured and other amounts due hereunder shall have become due that Lender, Affiliate and payable pursuant subsequent holder is hereby irrevocably authorized to Section 9 permit such setoff and although said obligations and liabilitiesappropriation; provided, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the L/C Issuer, each subsequent holder of Administrative Agent or any ObligationLender, and each of their respective affiliatesParticipant, is hereby authorized by the Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Lender, L/C Issuer, subsequent holderany Affiliate of the Administrative Agent or such Lender, or affiliatesuch Participant, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured; provided . (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2, 4.3 and 4.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the event that any Defaulting Lender shall exercise any Loans held by the other Lenders and such right of setoff, (x) all amounts so set off other adjustments shall be paid over immediately made as may be required so that all such payments of principal, interest or fees with respect to the Administrative Agent for further application in accordance with Loans held by the provisions of Section 1.14 and, pending such payment, Lenders shall be segregated shared by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly pro rata according 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 setofftheir respective Percentages.

Set-Off. (a) In accordance with the Group Supervision Rules and subject to Section 11.8(b), the Term Loans will be unencumbered and do not give rise to a right of set-off against the claims and obligations of the Borrower or any Insurance Subsidiary to any Lender or the Administrative Agent. Each Lender and the Administrative Agent hereby agrees and acknowledges that (i) no security or encumbrance of any kind is, or will at any time be, provided by the Borrower or any of its affiliates to secure its obligations under any Term Loan and (ii) no Lender may, and the Administrative Agent may not, exercise, claim or plead any right of set-off in respect of any matured obligation owed to it by the Borrower arising under this Agreement or the other Loan Documents against any matured obligation owed by that Lender or the Administrative Agent to the Borrower, and each Lender and the Administrative Agent shall, by virtue of being a party to this Agreement, be deemed to have waived such right of set-off. (b) If (for whatever reason) the Term Loans cease to qualify as Tier 2 or Tier 3 Ancillary Capital, then Section 11.8(a) above shall no longer apply and, upon the occurrence and continuation of an Event of Default, in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent remedies of the Administrative AgentLenders provided by law, each Lender, Lender shall have the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timeright, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set-set off and to appropriate and to apply against such amount any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, any branch or agency thereof to or for the credit or the account of the Borrower Borrower, as the case may be, or such Guarantor, whether or not matured, against and on account of the Obligations then due Borrower. Each Lender agrees promptly to that Lender, L/C Issuer, or subsequent holder under notify the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans Borrower and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further after any such setoff and application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, or otherwise fully matured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 1.14 andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way remedies of limitation of any such rightsPurchaser hereunder and at law, upon the occurrence and continuation of a default hereunder or under any Event of Default, with the prior written consent of the Administrative AgentProgram Documents, each Lender, Purchaser and its Affiliates shall have the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timeright, without prior notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedwaived by Seller to the extent permitted by applicable law, upon any amount becoming due and payable (whether at the stated maturity, by acceleration or otherwise) by Seller hereunder, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand, to set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, or any other credits, indebtedness evidenced or claims, in any currency, or any other collateral (in the case of collateral not in the form of cash or such other marketable or negotiable form, by certificates of depositselling such collateral in a recognized market therefor or as otherwise permitted by law or as may be in accordance with custom, usage or trade practice), in each case, whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Purchaser or affiliate, any Affiliate thereof to or for the credit or the account of Seller except and to the Borrower extent that any of the same are held by Seller for the account of another Person. Upon the occurrence of a default hereunder or such Guarantorunder any of the Program Documents, Purchaser may also set-off cash and all other sums or obligations owed by Purchaser or its Affiliates to Seller or its Affiliates (whether under this Agreement, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand) against all of Seller’s obligations to Purchaser or its Affiliates (whether under this Agreement, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand), whether or not matured, against and on account such obligations are then due. The exercise of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately without prejudice to Purchaser’s or its Affiliate’s right to recover any deficiency. Purchaser agrees to promptly notify Seller after any such set-off and application made by Purchaser; provided that the Administrative Agent for further application in accordance with failure to give such notice shall not affect the provisions validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including (i) trust accountsaccounts and (ii) accounts into which Medicare and/or Medicaid receivables are deposited in accordance with the last two sentences of this Section 10.4) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall such Lender will have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall will have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, the Swing Line Lenders and the Lenders and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off; provided, further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such application. Notwithstanding the foregoing, to the extent that the Administrative Agent or any Lender (the “Affected Depositary”) is a depositary institution with which any Credit Party maintains an account into which Medicare or Medicaid payments are deposited (the “Affected Account”), the Affected Depositary hereby waives its rights of set-off under this Section 10.4 (as well as any right of set-off under applicable statute or common law) with respect to each such Affected Account; it being understood and agreed that, within one hundred eighty (180) days of the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), no deposits shall be made into, and no funds shall be held in, any Affected Account other than Medicare and Medicaid payments. The foregoing waiver of rights of set-off are intended to comply with, and shall be construed in accordance with, The Centers for Medicare & Medicaid Services (“CMS”) Publication 100-04 Chapter 1, Section 30.2.5 – Payment to Bank, and any applicable successor provisions.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 1.14 andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In addition 27.1 We have certain rights of set-off. This means that where we are due to pay you any amount, and you have failed to pay us any amount, we can use the money we owe you to reduce or repay the amount you owe us. Our rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent set-off extend to other members of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Deutsche Bank Group where you owe them amounts. 27.2 We may at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and any sums that you owe to appropriate and us: (A) in respect of any Transaction; (B) in respect of any overdraft on any Deposit Account; (C) in respect of a Loan; or (D) otherwise in respect of the Services, against any sums that we owe to apply you: (E) in respect of any and all deposits overdraft on any Deposit Account; (general or special, including, but not limited to, indebtedness evidenced by certificates F) in respect of deposit, whether matured or unmatured, and a Loan; or (G) in whatever currency denominated, but not including trust accounts) and respect of any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account Transaction; or (H) otherwise in respect of the Borrower or such GuarantorServices, whether or not matured, against such sums are denominated in the same Currency or Currencies and on account of the Obligations then due to that Lender, L/C Issuerwhether they are absolute or contingent, or subsequent holder due or to become due. 27.3 For the purposes of setting off sums in different Currencies, we may convert any sums at the Rate of Exchange. 27.4 If a Joint Client owes us any sums under the Loan DocumentsAgreement, includingwe may, but not limited tosubject to Applicable Law, use all claims funds in any Account held with us in that Joint Client's sole name to satisfy payment of these sums. 27.5 We may at any nature time: (A) combine, consolidate or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, merge all or any of them, your Accounts with us; (B) make transfers between Accounts; and/or (C) set off any sum standing to the credit of any such Accounts in or towards satisfaction of any liabilities owed to us under the Agreement. 27.6 We may do so even though the balances on such Accounts and the liabilities may not be contingent or unmatured; provided that expressed in the event that same Currency. 27.7 We are authorised by you in our discretion at any Defaulting Lender shall exercise time to transfer any such right of setoff, (x) all amounts so set off shall be paid over immediately money or assets held by us for your Account to or to the Administrative Agent for further application in accordance with the provisions order of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its any other funds and deemed held in trust Deutsche Bank Group Company for the benefit purposes of, or with a view to, discharging any liability due from you to that other Deutsche Bank Group Company. 27.8 We will notify you where we have exercised our rights under this paragraph 27 (Set-off). 27.9 We may exercise our rights under this paragraph 27 (Set-off) without notifying you in advance of the Administrative Agent, the L/C Issuer and the Lenders and this if we reasonably consider that you may take action to prevent us from exercising our rights (y) the Defaulting Lender shall provide promptly such as transferring monies from your Accounts 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 setoffavoid us obtaining repayment).

Set-Off. In addition to any rights now or hereafter granted under The Lender may without prior notice: 13.2.1 in the Loan Documents or applicable Legal Requirements and not by way absence of limitation of any such rights, upon the occurrence of any an Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of apply any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor balance which at any time or from time to time, without notice stands to the credit of any account in the name of the Borrower at any office or branch in any country of the Lender in or towards satisfaction of the repayment instalments and interest or any sum then due from the Borrower to the Lender under any of the Security Documents; 13.2.2 after the occurrence of an Event of Default, apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower (or any other party to the extent such Guarantor party has the same beneficial ownership) at any office or branch in any country of the Lender in or towards satisfaction of any sum then due from the Borrower to the Lender and any other liability of the Borrower (whether actual or contingent) under any of the Security Documents and for that purpose: (a) break, or alter the maturity of, all or any part of a deposit of the Borrower; (b) convert or translate all or any part of a deposit or other credit balance into Dollars; (c) enter into any other transaction, execute such document or make any entry in the name of the Borrower and/or the Lender with regard to the credit balance which the Lender considers appropriate; and (d) to combine and/or consolidate and/or liquidate all or any accounts (whether current, deposit, loan or of any other nature whatsoever, whether subject to notice or not and in whatever currency) of the Borrower with any office or branch of the Lender. 13.2.3 The Lender shall not be obliged to exercise any of its rights under this Clause 13.2 and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other Person, right or remedy to which the Lender is entitled (whether under the general law or any such notice being hereby expressly waived, to document). 13.2.4 This Clause 13.2 gives the Lender a contractual right of set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedonly, and in whatever currency denominated, but does not including trust accounts) and create any equitable charge or other indebtedness at Encumbrance over any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account balance of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by the Borrowers to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderby, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower respective Loan Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided provided, however, that (i) the failure to give such notice shall not affect the validity of such set-off and application and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, with the prior written consent each member of the Administrative Agent, each Lender, the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Loan DocumentsNotes and any other Loan Document, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Loan DocumentsNotes or any other Loan Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder Lender Group shall have become declared the Obligations to be due and payable pursuant to as permitted by Section 9 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence of any if an Event of Default, with Default exists or the prior written consent of the Administrative AgentLoans have been accelerated, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held owing by, such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Affiliate to or for the credit or the account of the Borrower against any and all Obligations and/or Guaranteed Obligations owing to such Lender or such GuarantorAffiliate, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations and/or Guaranteed Obligations may be denominated in a different currency, contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application; and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 3.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations and/or Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, is Affiliates are each hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness obligations or Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due of any Credit Party to that Lendersuch Lender or Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.16 and 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Bank, and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set off) that such Lender, such Issuing Bank or their respective Affiliates may otherwise have.

Set-Off. (a) In addition to any rights now or hereafter granted under and remedies of Buyer hereunder and by law, ▇▇▇▇▇ shall have the Loan Documents or applicable Legal Requirements and not by way right during the continuation of limitation of any such rights, upon the occurrence of any an Event of Default, with the without prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waived, waived by Seller to the extent permitted by applicable law to set-off and to appropriate and apply against any obligation from Seller, Guarantor, or any Affiliate thereof to apply Buyer or any Affiliate thereof any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, due from Buyer or any Affiliate thereof to or for the credit or the account of Seller; provided, however, that the Borrower or such Guarantor, whether or aforesaid right to set-off shall not matured, against and apply to any deposits of escrow monies being held on account behalf of the Obligations then due Mortgagors related to the Purchased Mortgage Loans or other third parties. Notwithstanding the foregoing or anything to the contrary contained elsewhere herein or in any Facility Document, if Seller or any of its Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer or any Affiliate thereof (each such entity, a “Buyer Entity”), such Buyer Entity may aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. ▇▇▇▇▇ agrees promptly to notify Seller after any such set-off permitted under this Section and application made by Buyer; provided that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but failure to give such notice shall not limited to, all claims affect the validity of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or such set-off and application. (b) Buyer shall at any time have the principal of right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesperformance of, or to decline to remit, any amounts or deliver any property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of themDefault has occurred. For avoidance of doubt and not as a limitation, Buyer may be contingent or unmatured; provided that set-off any amounts in the event that Operating Account against any Defaulting Lender shall exercise outstanding Obligations provided an Event of Default has occurred and is continuing, but may not set-off, transfer or withdraw any such right amounts from the Operating Account unless an Event of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds Default has occurred and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffis continuing.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation remedies of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each LenderSecured Party hereunder and by law, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by Lender shall have the Borrower and each Guarantor at any time or from time to timeright, without prior notice to the Borrower or such Guarantor or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by the Borrowers to the extent permitted by Applicable Law, to set-off and to appropriate and apply against any Debt of any of the Borrowers or any of their respective subsidiaries to apply the Agent, any such Lender or any of their respective Affiliates any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderor due from the Agent, L/C Issuer, subsequent holder, any Lender or affiliate, any of their respective Affiliates thereof to or for the credit or the account of the any Borrower or any of their respective subsidiaries. The Agent and each ▇▇▇▇▇▇ agrees promptly to notify the Borrowers after any such Guarantorset off and application made by such Person; provided that the failure to give such notice shall not affect the validity of such set off and application. The Agent and each Lender shall at any time have the right, in each case until such time as it determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that it would otherwise be obligated to pay, remit or deliver to any Borrower hereunder if an Event of Default or Default has occurred. If any Lender, whether by set-off or otherwise, has payment made to it with respect to any Obligations in a greater proportion than that received by any other Lender entitled to receive a ratable share of such payment, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations so that after such purchase each Lender will hold its ratable proportion of such Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding anything to the contrary herein, any Lender’s exercise of set-off rights shall not matured, against and on account change or reduce the obligations of the Obligations then due Loan Parties to that Lender, L/C Issuer, or subsequent holder any other Lender under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonCredit Party, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto or thereto, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off hereunder shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks, and the Lenders Revolving Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and Issuing Bank agrees to notify the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, is hereby its Affiliates are authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held owing by, such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, any such Affiliate to or for the credit or the account of the Borrower against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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 Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender or any of its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, or subsequent holder such Lender and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and Section 2.15(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 Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender and its respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Each Guarantor hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the Obligations then due obligations and liabilities of such Guarantor to that Lenderthe Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Credit Agreement, any other Loan DocumentsDocument or otherwise, includingas the Administrative Agent or such Lender may elect, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in the event that any Defaulting . The Administrative Agent and each Lender shall exercise notify such Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with or such Lender of the provisions proceeds thereof, provided that the failure to give such notice shall not affect the validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit application. The rights of the Administrative AgentAgent and each Lender under this Section 3.6 are in addition to other rights and remedies (including, the L/C Issuer and the Lenders and (ywithout limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any Event of Defaulttime that a Default exists, with the prior written consent each member of the Administrative Agent, each Lender, the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by the Borrower and each Guarantor Parties at any time or from time to time, without notice to the Borrower or such Guarantor Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness including Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of the any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations then due obligations and liabilities of the Borrower Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement, any Revolving Loan DocumentsNotes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in . Any sums obtained by any member of the event that Lender Group or by any Defaulting Lender shall exercise any such right subsequent holder of setoff, (x) all amounts so set off the Obligations shall be paid over immediately subject to the Administrative Agent for further application in accordance with the of payments provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffArticle 2.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default, with Default and during the prior written consent of the Administrative Agent, each Lendercontinuance thereof, the L/C Issuer, each subsequent holder Lenders and any assignee or participant of any Obligation, and each of their respective affiliates, is a Lender in accordance with Section 14.10 are hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderthe Lenders, or affiliate, any such assignee or participant to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the principal of or the interest on the Loans and other amounts due hereunder Administrative Agent shall have become declared any or all of the Obligations to be due and payable pursuant to as permitted by Section 9 12.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured; provided that in . Notwithstanding the event that any Defaulting preceding sentence, each Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately agrees to notify the Borrower and the Administrative Agent for further application after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) Any amount to be set-off pursuant to Section 14.3(a) shall be denominated in Dollars and any amount denominated in an Alternative Currency shall be in an amount equal to the Dollar Amount of such amount as determined by the Administrative Agent on the day of such proposed set-off. (c) Each Lender and any assignee or participant of such Lender in accordance with Section 14.10 are hereby authorized by the provisions of Section 1.14 andBorrower to combine currencies, pending such payment, shall be segregated as deemed necessary by such Defaulting Lender from its other funds and deemed held Person, in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly order to the Administrative Agent a statement describing in reasonable detail the Obligations owing effect any set-off pursuant to such Defaulting Lender as to which it exercised such right of setoffSection 14.3(a).

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, subject to the prior written consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition Subject to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Interim Order and not by way of limitation of any such rightsthe Final Order, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonCredit Party, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto or thereto, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders. Each Lender and (y) the Defaulting Lender shall provide promptly Issuing Bank agrees to notify the Administrative Agent a statement describing in reasonable detail promptly after any such setoff and application; provided that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffsetoff and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or such Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.17 and 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Bank and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault referred to in paragraph (a), with (b)(i), (b)(ii)(A), (f) or (g) of Article 8, or upon any acceleration of Obligations under the prior written consent of the Administrative AgentCredit Documents pursuant to Article 8, each Lender, Lender and the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, the Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or the Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder the Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. (a) Each of the Seller, the Purchaser, the Issuer and the Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in any account described herein or in the Basic Documents for any amount owed to it by any Note Purchaser or any Noteholder. (b) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default hereunder: (i) each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Note Purchaser is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower Purchaser or such Guarantor or to any other Personthe Issuer, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or obligation owing by that Lender, L/C Issuer, subsequent holder, such Note Purchaser or affiliate, any of its Affiliates to or for the credit Purchaser or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder against any funds or other property of the Purchaser or the Issuer, held by or otherwise in the possession of such Note Purchaser or any of its Affiliates, the respective obligations of the Purchaser or the Issuer to such Note Purchaser under this Agreement and the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, other Basic Documents and irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Note Purchaser shall have made any demand hereunder or thereunder; provided that if a Class B Note Purchaser elects to exercise its right of set-off pursuant to this clause (bi) at any time that it is not the principal Controlling Note Purchaser, such Class B Note Purchaser shall pay the amount of or any such set-off to the interest on Trustee for deposit into the Loans and other amounts due hereunder shall have become due and payable Collection Account for application pursuant to Section 9 5.7 hereof; and (ii) each Note Purchaser is hereby authorized at any time and although said obligations and liabilitiesfrom time to time, without notice to the Seller or the Servicer, such notice being hereby expressly waived, to set-off any obligation owing by such Note Purchaser or any of themits Affiliates to the Seller or the Servicer, may be contingent or unmaturedagainst any funds or other property of the Seller or the Servicer held by or otherwise in the possession of such Note Purchaser or any of its Affiliates, the respective obligations of the Seller or the Servicer to such Note Purchaser under this Agreement and the other Basic Documents and irrespective of whether or not such Note Purchaser shall have made any demand hereunder or thereunder; provided that in if a Class B Note Purchaser elects to exercise its right of set-off pursuant to this clause (ii) at any time that it is not the event that any Defaulting Lender Controlling Note Purchaser, such Class B Note Purchaser shall exercise pay the amount of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent Trustee for further deposit into the Collection Account for application in accordance with the provisions of pursuant to Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff5.7 hereof.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks (other than payments made by the Borrower to a Non-Extending Bank pursuant to Section 3.2 or 3.3), then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 1.14 andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor Borrower, to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower or any Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.16 hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with each Lender and each of its Affiliates are authorized at any time and from time to time, without prior notice to the Parent, the Borrower or any other Credit Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Credit Party) to the fullest extent permitted by Law, but in the case of a Lender or any Affiliate of a Lender, subject to receipt of the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of Required Lenders exercised in their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedsole discretion, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held owing by, such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Affiliate to or for the credit or the account of the Borrower respective Credit Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Credit Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Credit Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLenders.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, and each other Subsidiary Guarantor against and on account of the Obligations then due of Borrower or any other Subsidiary Guarantor to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8, provided that such amounts are in fact due and payable before any such right is exercised and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 subsection 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgent and Lenders, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Lender or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor any Loan Party or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, each Loan Party against and on account of the Obligations of any Loan Party to such Lender, such Affiliate or to any other Lender under this Agreement, the Letters of Credit and the other Loan Documents to the extent then due to that Lenderand payable, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 ARTICLE VIII and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 10.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation continuance of any such rights, upon the occurrence of any uncured Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or specialspecific, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) due from any Lender to the Borrower and any securities or other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account property of the Borrower in the possession of such Lender may be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such GuarantorLender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower, whether or not maturedby voluntary payment, against and on account exercise of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application in accordance payment of the Note or Notes held by such Lender on a pro rata basis with all other Lenders consistent with the provisions Commitment Percentage and such Lender shall make such disposition and arrangements with the other Lenders either by way of Section 1.14 anddistribution, pending such paymentpro tanto assignment of claims, subrogation or otherwise as shall be segregated by such Defaulting result in each Lender from its other funds and deemed held receiving in trust for the benefit respect of the Administrative AgentLoans held by it its proportionate payment as contemplated by this Agreement. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS AND REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES OR MAY SECURE THE LOAN, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In Subject to the provisions of subsection 10.5, in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent each of the Administrative Agent, each Lender, the each L/C Issuer, Issuer and each subsequent holder Affiliate (including each branch office thereof) of any Obligation, and each of their respective affiliates, them is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that the Administrative Agent, such Lender, such L/C Issuer, subsequent holder, Issuer or affiliate, any of their respective Affiliates to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of Borrower to that Lendersuch Person under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder such Person shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided provided, however, that notwithstanding the foregoing or anything to the contrary in this Agreement or the event that any Defaulting other Loan Documents, no Non-Funding Lender shall be permitted to exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately unless directed to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated do so by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent Default each of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lenders and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, the Borrower against and on account of the Obligations then due of the Borrower or the Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; , provided that in following such set off, appropriation and application, the event that any Defaulting Lender taking such action shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately provide written notice thereof to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds Borrower and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, or otherwise fully matured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 1.14 andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. (a) In addition to any rights now or hereafter granted under and remedies of Buyer hereunder and by law, Buyer shall have the Loan Documents or applicable Legal Requirements and not by way right during the continuation of limitation of any such rights, upon the occurrence of any an Event of Default, with the without prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waived, waived by Seller to the extent permitted by applicable law to set-off and to appropriate and apply against any obligation from Seller, Guarantor, or any Affiliate thereof to apply Buyer or any Affiliate thereof any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, due from Buyer or any Affiliate thereof to or for the credit or the account of Seller; provided, however, that the Borrower or such Guarantor, whether or aforesaid right to set-off shall not matured, against and apply to any deposits of escrow monies being held on account behalf of the Obligations then due Mortgagors related to the Purchased Mortgage Loans or other third parties. Notwithstanding the foregoing or anything to the contrary contained elsewhere herein or in any Facility Document, if Seller or any of its Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer or any Affiliate thereof (each such entity, a “Buyer Entity”), such Buyer Entity may aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. B▇▇▇▇ agrees promptly to notify Seller after any such set-off permitted under this Section and application made by Buyer; provided that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but failure to give such notice shall not limited to, all claims affect the validity of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or such set-off and application. (b) Buyer shall at any time have the principal of right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesperformance of, or to decline to remit, any amounts or deliver any property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of themDefault has occurred. For avoidance of doubt and not as a limitation, Buyer may be contingent or unmatured; provided that set-off any amounts in the event that Operating Account against any Defaulting Lender shall exercise outstanding Obligations provided an Event of Default has occurred and is continuing, but may not set-off, transfer or withdraw any such right amounts from the Operating Account unless an Event of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds Default has occurred and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffis continuing.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of the applicable Collateral Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Collateral Agents), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Debt evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or Issuing Bank hereunder, L/C Issuerthe Letters of Credit, or subsequent holder Bank Guarantees and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit, Bank Guarantees and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit, Bank Guarantees or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative applicable Collateral Agent for further application in accordance with the provisions of Section 1.14 Sections 2.17 and 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentCollateral Agents, the L/C Issuer Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Collateral Agents a statement describing in reasonable detail the Credit Agreement Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Issuing Bank and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Loan Party at any time or from time to time, without notice to the Borrower or such Guarantor any Loan Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against and on account of the Obligations then due obligations and liabilities of any Loan Party to that Lendersuch Lender or such Issuing Bank hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Financing Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Financing Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 (Loans and Letters of Credit) and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.15 (Ratable Sharing) and 2.20 (Defaulting Lenders) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 10.5 (Set Off) are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon (a) Upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Bank is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due to that Lender, L/C Issuer, obligations of the Credit Parties now or subsequent holder hereafter existing under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsCredit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. (b) If any Bank (a “benefited Bank”) shall at any time receive any payment of all or part of the demand loans or other obligations of any Credit Party to it under any Credit Document (such Bank’s “Credit Party Obligations”), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 6.01(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Bank, if any, in respect of such other Bank’s Credit Party Obligations, or interest thereon, such benefited Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Credit Party Obligations, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank’s Credit Party Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the direct holder of such portion. (c) Each Bank agrees promptly to notify the Credit Parties after any such set-off and application referred to in subsection (a) above; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Bank under this Section 9.04 are in the event that any Defaulting Lender shall exercise any such right addition to other rights and remedies (including, without limitation, other rights of setoff, (xset-off) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffeach Bank may have.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence continuance of any Event of DefaultDefault as to a particular Borrower, with the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationBanks solely to that Borrower, and each any securities or other property solely of their respective affiliates, is hereby authorized that Borrower in the possession of such Bank may be applied to or set off by such Bank against the Borrower payment of the Borrower's Obligations and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or specialother liabilities, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account hereafter arising, of that Borrower to such Bank. Each of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to Banks agrees with each other Bank that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lenderif an amount to be set off is to be applied to Debt of a Borrower to such Bank, L/C Issuerother than Debt owing to such Bank hereunder, or subsequent holder such amount shall have made any demand hereunder or be applied ratably to such other Debt and to the Debt owing to such Bank hereunder, and (b) if such Bank shall receive from a Borrower whether by voluntary payment, exercise of the principal right of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesset off, counterclaim, cross action, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit enforcement of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail claim based on the Obligations owing to such Defaulting Lender Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, assignment of claims (to such extent as is necessary), subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to which it exercised its proportionate payment as contemplated by this Agreement; provided that if all or any part of such right excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of setoffsuch recovery, but without interest.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower Company or such Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderby, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower respective Loan Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under (a) LENDER and its affiliates / group companies shall have the Loan Documents or applicable Legal Requirements and not by way paramount right of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and to apply nature (including fixed deposit) held / balances lying in any accounts of the Borrower/s, whether in single name or joint name(s) and on any monies, securities, bonds and all deposits other assets, documents and properties held by / under the control of LENDER and/or its group companies (general whether by way of security or specialotherwise pursuant to any contract entered / to be entered into by the Borrower/s in any capacity) to the extent of all outstanding dues, includingwhatsoever, but not limited to, indebtedness evidenced arising as a result of any of LENDER’s or its group companies’ services extended to and/or used by certificates the Borrower/s and/or as a result of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other facilities that may be granted by LENDER and/or its group companies to the Borrower/s. LENDER and/or its group companies are entitled without any notice to the Borrower/s to settle any indebtedness whatsoever owed by the Borrower/s to LENDER and/or its group companies, (whether actual or contingent, or whether primary or collateral or whether joint and/or several) hereunder or under any other document / agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the balance of any account/s held by the Borrower/ s with LENDER and/or its group companies notwithstanding that the deposit(s) / balances lying in such account(s) may not be expressed in the same currency as such indebtedness. LENDER’s and its group companies rights hereunder shall not be affected by the Borrower/s’ bankruptcy, death or winding- up. It shall be the Borrower/s’ sole responsibility and liability to settle all disputes / objections with any such joint account holders. (b) In addition to the above mentioned right or any other right which LENDER and its group companies may at any time held be entitled whether by operation of law, contract or owing by that Lenderotherwise, L/C Issuer, subsequent holder, the Borrower authorizes LENDER: (a) to combine or affiliate, to consolidate at any time all or for any of the credit or the account accounts and liabilities of the Borrower with or such Guarantor, whether or not matured, against and on account to any branch of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or LENDER and/or its group companies; (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or sell any of themthe Borrower/s’ securities or properties held by LENDER by way of public or private sale without having to institute any judicial proceeding whatsoever and retain / appropriate from the proceeds derived there from the total amounts outstanding to LENDER and/or its group companies from the Borrower/s, may be contingent or unmaturedincluding costs and expenses in connection with such sale; provided that and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the event that any Defaulting Lender shall exercise any such right sole discretion of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from LENDER and/or its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffgroup companies.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided PROVIDED, HOWEVER, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative portion of such excess payment so recovered, but without interest. For purposes of this Section 11.7(b), amounts owed to or recovered by, the Issuing Agent for further application in accordance connection with the provisions of Section 1.14 and, pending such payment, Reimbursement Obligations in which Banks have been required to fund their participation shall be segregated treated as amounts owed to or recovered by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Issuing Agent as a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBank hereunder.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence continuance of any Event of Default, with the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender, Banks to the L/C Issuer, each subsequent holder of any ObligationBorrower, and each any securities or other property of their respective affiliates, is hereby authorized by the Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of the Borrower’s Obligations and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or specialother liabilities, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account hereafter arising, of the Borrower or to such GuarantorBank, whether or not matured, against and on account provided that such Bank has given the Operations Agent prior written notice of such set off. Each of the Obligations then due to that LenderBanks agrees with each other Bank if such Bank shall receive from the Borrower whether by voluntary payment, L/C Issuerexercise of the right of set off, counterclaim, cross action, or subsequent holder under enforcement of the Loan Documentsclaim evidenced by the Note held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, includingreorganization, but not limited toliquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Bank any amount in excess of its ratable portion of the payments received by all claims of any nature or description arising out the Banks with respect to the Notes held by all of or connected the Banks, such Bank will make such disposition and arrangements with the Loan Documentsother Banks with respect to such excess, irrespective either by way of whether distribution, assignment of claims (to such extent as is necessary), subrogation or not otherwise as shall result in each Bank receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement; provided that (a) that Lenderif all or any part of such excess payment is thereafter recovered from such Bank, L/C Issuersuch disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, or subsequent holder shall have made any demand hereunder or but without interest, and (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender Delinquent Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Operations Agent for further application in accordance with the provisions of Section 1.14 6.03 and, pending such payment, shall be segregated by such Defaulting Lender Delinquent Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Operations Agent and the Lenders Banks, and (y) the Defaulting Lender Delinquent Bank shall provide promptly to the Administrative Operations Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Delinquent Bank as to which it exercised such right of setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents applicable law or applicable Legal Requirements otherwise, and not by way of limitation of any such rights, upon the occurrence Seller hereby grants to Purchaser and its Affiliates a right of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timeset-off, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedsum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to set-off Purchaser or any Affiliate of Purchaser against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to appropriate Seller and to apply (ii) any and all deposits (general or specialspecified), monies, credits, securities, collateral or other property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Purchaser or its Affiliates or any entity under the control of Purchaser or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, indebtedness evidenced by certificates branches and agencies of depositPurchaser, whether matured or unmatured, wherever located). (b) Purchaser and in whatever currency denominated, but not including trust accounts) and any other indebtedness its Affiliates are hereby authorized at any time held or owing by that Lenderand from time to time upon the occurrence and during the continuance of an Event of Default, L/C Issuer, subsequent holder, or affiliatewithout notice to Seller, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Purchaser or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder its Affiliates by Seller under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Transaction Documents, irrespective of whether Purchaser or not (a) that Lender, L/C Issuer, or subsequent holder its Affiliates shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch amounts, or any of them, may shall be contingent or unmatured; provided unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the event that estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 15 shall be effective to create a charge or other security interest. This Article 15 shall be without prejudice and in addition to any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions combination of Section 1.14 andaccounts, pending such payment, shall be segregated by such Defaulting Lender from its lien or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as rights to which it exercised such right any party is at any time otherwise entitled (whether by operation of setofflaw, contract or otherwise). (c) ANY AND ALL RIGHTS TO REQUIRE PURCHASER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO PURCHASER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. (a) (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 1.14 andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In addition the event that a NAVR Indemnified Party has submitted a Claim Notice to any rights now or hereafter granted under SFC Equityholder and/or the Loan Documents or applicable Legal Requirements Equityholder Representative, Parent and not by way the Surviving Corporation (on behalf of limitation of any themselves and/or such rightsNAVR Indemnified Party) may, in their sole discretion upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonEquityholder Representative, any such notice being hereby expressly waived, to set-off and the Claimed Amount set forth in such Claim Notice (but only to appropriate and to apply the extent such Claimed Amount exceeds the remaining Escrow Amount against any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations amounts then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 such SFC Equityholder by Parent and although said obligations and liabilities, the Surviving Corporation under Sections 2.07 or any 2.08 of them, may be contingent or unmatured; provided that in this Agreement. In the event that any Defaulting Lender an indemnification obligation owed has not been “finally determined” by the date the Parent and/or the Surviving Corporation elect to exercise their setoff rights set forth herein, Parent and/or the Surviving Corporation shall exercise any deposit such right of setoff, (x) all amounts so set set-off shall be paid over immediately thereby into the Escrow Account to the Administrative Agent for further application remain therein until disbursed in accordance with the provisions Escrow Account. For purposes of this Section 1.14 and10.12, pending an amount will be finally determined to be payable by a SFC Equityholder under this Article X only if (i) deemed to be owed thereby in accordance with Section 10.04(d), (ii) agreed to be owed thereby pursuant a written settlement agreement executed by such paymentSFC Equityholder (or Equityholder Representative as attorney for such SFC Equityholder), or (iii) determined by a final, non-appealable judgment issued by a court of competent jurisdiction. Neither Parent nor Surviving Corporation shall be segregated by such Defaulting Lender from deemed in breach of this Agreement when it validly exercises its other funds and deemed held setoff rights set forth in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffthis Section 10.12.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of (a) Each Guarantor hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the Obligations then due obligations and liabilities of such Guarantor to that Lenderthe Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Credit Agreement, any other Loan DocumentsDocument or otherwise, includingas the Administrative Agent or such Lender may elect, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in the event that any Defaulting . The Administrative Agent and each Lender shall exercise notify such Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with or such Lender of the provisions proceeds thereof, provided that the failure to give such notice shall not affect the validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit application. The rights of the Administrative AgentAgent and each Lender under this Section 9.6 are in addition to other rights and remedies (including, the L/C Issuer and the Lenders and (ywithout limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements lawApplicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the L/C Issuer, each subsequent holder of Administrative Agent or any ObligationLender, and each of their respective affiliatesParticipant, is hereby authorized by the Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Lender, L/C Issuer, subsequent holderany Affiliate of the Administrative Agent or such Lender, or affiliatesuch Participant, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured; provided . (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2, 4.3 and 4.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the event that any Defaulting Lender shall exercise any Loans held by the other Lenders and such right of setoff, (x) all amounts so set off other adjustments shall be paid over immediately made as may be required so that all such payments of principal, interest or fees with respect to the Administrative Agent for further application in accordance with Loans held by the provisions of Section 1.14 and, pending such payment, Lenders shall be segregated shared by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly pro rata according 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 setofftheir respective Percentages.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, with the prior written consent each member of the Administrative Agent, each Lender, the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Revolving Loan DocumentsNotes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon (a) Upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by law, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due to that Lender, L/C Issuer, obligations of the Borrower now or subsequent holder hereafter existing under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsthis Agreement, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that . (b) If any Defaulting Lender (a “Benefited Lender”) shall exercise at any such right time receive any payment of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions or part of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Obligations, Loans, other Extensions of Credit or other obligations of the Borrower to it hereunder (such Lender’s “Borrower Obligations”), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.01(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Borrower Obligations, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Borrower Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the Lenders purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Borrower Obligations may exercise all rights of payment (yincluding, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the Defaulting direct holder of such portion. (c) The Administrative Agent and each Lender shall provide agree promptly to notify the Borrower after any such set-off and application referred to in subsection (a) above; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent a statement describing and each Lender under this Section 10.04 are in reasonable detail addition to other rights and remedies (including, without limitation, other rights of set-off) which the Obligations owing to such Defaulting Administrative Agent and each Lender as to which it exercised such right of setoffmay have.

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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and their respective Affiliates each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency and other Excluded Deposit Accounts)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or 83 CREDIT AND GUARANTY AGREEMENT for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender hereunder, L/C Issuer, or subsequent holder the participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 SECTION 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the event that any Defaulting Lender shall exercise any branch or office holding such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending deposit or obligation or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffIndebtedness.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents applicable law or applicable Legal Requirements otherwise, and not by way of limitation of any such rights, upon the occurrence Seller hereby grants to Purchaser and its Affiliates a right of set-off, without prior notice to Seller, any Event of Defaultsum or obligation (whether or not arising under this Agreement, with the prior written consent whether matured or unmatured, whether or not contingent and irrespective of the Administrative Agentcurrency, each Lenderplace of payment or booking office of the sum or obligation) owed by Seller to Purchaser or any Affiliate of Purchaser against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the L/C Issuercurrency, each subsequent holder place of any Obligation, payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to Seller and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply (ii) any and all deposits (general or specialspecified), monies, credits, securities, collateral or other property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Purchaser or its Affiliates or any entity under the Control of Purchaser or its Affiliates and its respective successors and assigns (including, but without limitation, branches and agencies of Purchaser, wherever located). Purchaser shall provide prompt notice to Seller of any set-off affected under this Article 15 to the extent it is not limited to, indebtedness evidenced prohibited from doing so by certificates of deposit, whether matured or unmatured, applicable law. (b) Purchaser and in whatever currency denominated, but not including trust accounts) and any other indebtedness its Affiliates are hereby authorized at any time held or owing by that Lenderand from time to time upon the occurrence and during the continuance of an Event of Default, L/C Issuer, subsequent holder, or affiliatewithout notice to Seller, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Purchaser or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder its Affiliates by Seller under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Transaction Documents, irrespective of whether Purchaser or not (a) that Lender, L/C Issuer, or subsequent holder its Affiliates shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch amounts, or any of them, may shall be contingent or unmatured; provided unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the event that estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 15 shall be effective to create a charge or other security interest. This Article 15 shall be without prejudice and in addition to any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions combination of Section 1.14 andaccounts, pending such payment, shall be segregated by such Defaulting Lender from its lien or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as rights to which it exercised such right any party is at any time otherwise entitled (whether by operation of setofflaw, contract or otherwise). (c) ANY AND ALL RIGHTS TO REQUIRE PURCHASER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO PURCHASER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with each Lender and each of its Affiliates are authorized at any time and from time to time, without prior notice to the Borrower or any other Credit Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Credit Party) to the fullest extent permitted by law, but in the case of a Lender or any Affiliate of a Lender, subject to receipt of the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of Required Lenders exercised in their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedsole discretion, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held owing by, such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Affiliate to or for the credit or the account of the Borrower respective Credit Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Credit Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Credit Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set‑off and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLenders.

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

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultBorrower hereby authorizes the Administrative Agent, with the prior written consent each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, each any Issuing Bank or any Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliatesParticipant, is hereby authorized by the Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Issuing Bank, such Lender, L/C Issuerany Affiliate of the Administrative Agent, subsequent holdersuch Issuing Bank or such Lender, or affiliatesuch Participant, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured; provided . (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2 and 4.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the event that any Defaulting Lender shall exercise any Loans held by the other Lenders and such right of setoff, (x) all amounts so set off other adjustments shall be paid over immediately made as may be required so that all such payments of principal, interest or fees with respect to the Administrative Agent for further application in accordance with Loans held by the provisions of Section 1.14 and, pending such payment, Lenders shall be segregated shared by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly pro rata according 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 setofftheir respective Revolving Commitments.

Set-Off. In addition to and without limiting any rights now of set-off that a party hereto may have as a matter of law, pursuant to contract or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightsotherwise, upon the occurrence of any an Early Termination Event or an Event of Default, the party that is not the Affected Party (in the case of an Early Termination Event), or is not the Defaulting Party (in the case of an Event of Default), (in each case, “Party X”) shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Confirmation pursuant to the terms hereof, and to set off any obligation that Party X, or, if Party A is Party X, any affiliate of Party X solely with respect to the prior written consent right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have to the other party (“Party Y”) hereunder, thereunder or otherwise, including without limitation any obligation to make any release, delivery or payment to Party Y pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y, against any right Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have against Party Y, including without limitation any right to receive a payment or delivery pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the Administrative Agentsame type, each Lendersuch obligation and right shall be set off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the L/C Issuervalue of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, each subsequent holder at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any Obligationobligation to release or deliver Shares or right to receive Shares, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor value at any time of such obligation or from time to time, without notice right shall be determined by reference to the Borrower market value of the Shares at such time. If an obligation or such Guarantor or to any other Person, right is unascertained at the time of any such notice being hereby expressly waivedset-off, to the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates shall be effected in respect of deposit, whether matured or unmaturedthat estimate, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the relevant party shall account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with other party at the provisions of Section 1.14 and, pending time such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such obligation or right of setoffis ascertained.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault each Lender and each Issuing Bank is hereby authorized by each Credit Party at any 1095171012\7\AMERICAS time or from time to time, with after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, Agent (but without notice to the Borrower or such Guarantor or to any other PersonCredit Party, with any such notice being hereby expressly waived), to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto or thereto, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLenders.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with each Lender and the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuing Bank (and each of their respective affiliates, is Affiliates) are hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, the Issuing Bank or their respective Affiliates to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lendersuch Lender or the Issuing Bank or their respective Affiliates hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Issuing Bank (or any of their respective Affiliates) shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.17 and 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section 10.04 are in addition to other rights and remedies (including other rights of set-off) that such Lender, the Issuing Bank or their respective Affiliates may have.

Set-Off. (a) In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, or otherwise fully matured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided provided, however, that in the event that any Defaulting Lender shall exercise if any such right of setoffpurchase is made by any Bank, (x) all amounts so set off and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 1.14 andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the L/C Issuer, each subsequent holder of Administrative Agent or any ObligationLender, and each of their respective affiliatesParticipant, is hereby authorized by the Borrower and each Guarantor at any time time, or from time to timetime while, an Event of Default exists, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Administrative Agent, such Lender, L/C Issuer, subsequent holderany Affiliate of the Administrative Agent or such Lender, or affiliatesuch Participant, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 11.1, and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured; provided . (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2, 4.3 and 4.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the event that any Defaulting Lender shall exercise any Loans held by the other Lenders and such right of setoff, (x) all amounts so set off other adjustments shall be paid over immediately made as may be required so that all such payments of principal, interest or fees with respect to the Administrative Agent for further application in accordance with Loans held by the provisions of Section 1.14 and, pending such payment, Lenders shall be segregated shared by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly pro rata according 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 setofftheir respective Percentages.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, with the prior written consent each member of the Administrative Agent, each Lender, the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by the Borrower and each Guarantor Credit Parties at any time or from time to time, without notice to the Borrower or such Guarantor Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations then due obligations and liabilities of the Credit Parties, to that Lender, L/C Issuer, any member of the Lender Group or subsequent any such holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Revolving Loan DocumentsNotes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.