Common use of Set-Off Clause in Contracts

Set-Off. The Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The Borrower hereby agrees thatIn 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, to upon the fullest extent permitted by Lawoccurrence of any Event of Default, if any Obligation with the prior written consent of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have Lender, the rightL/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 BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 evidenced by a certificate matured, against and on account of deposit) now the Obligations then due to that Lender, L/C Issuer, or hereafter maintained by subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 setoff)payment, shall be segregated by such Defaulting Lender from its other funds and regardless deemed held in trust for the benefit of the existence or adequacy of any collateralAdministrative Agent, guaranty or any other security, right or remedy available to any the L/C Issuer and the Lenders and (y) the Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the fullest extent permitted limited by Applicable Law, if at any Obligation time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower shall be due and payable (by acceleration Parties at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general or specialincluding, provisionally credited or finally creditedbut not limited to, whether or not Funded Debt evidenced by a certificate certificates of deposit) now , in each case whether matured or hereafter maintained unmatured, but not including any amounts held by any member of the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Group or any other Person shall have given notice of its Affiliates in any escrow or made a demand to the Borrower or custodial account) and any other Person, whether such indebtedness, obligation Funded Debt at any time held or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless owing by any member of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (Group or any such Participantholder to or for the credit or the account of any Borrower Party, branchagainst and on account of the obligations and liabilities of the Borrower Parties, subsidiary to any member of the Lender Group or affiliate) may otherwise have any such holder under this Agreement, any other Revolving Loan DocumentNotes, at law or in equity, or otherwise, and nothing in this Agreement or 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 this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be deemed a waiver unmatured. Any sums obtained by any member of the Lender Group or prohibition by any subsequent holder of or restriction on the rights Obligations shall be subject to the application of set-off or bankers' lien payments provisions of any such PersonArticle 2.

Set-Off. The Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation If an Event of the Borrower Default shall have occurred and be due and payable (by acceleration or otherwise)continuing, each Lender shall have (after obtaining the rightprior written consent of the Agent) is hereby authorized at any time and from time to time, without notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other PersonPerson (any such notice being hereby expressly waived), whether such indebtednessto set off and apply any and all deposits (general or special, obligation time or liability owed to demand, provisional or final, but excluding any account established by the Borrower is contingentas a fiduciary for another party) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the Obligations now or hereafter existing under any Loan Document, absolute, matured irrespective of whether or not the Agent or such Lender shall have made any demand under such Loan Documents and although the Obligations may be contingent or unmatured (it being agreed or denominated in a currency different from that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence applicable deposit or adequacy of indebtedness; provided, that in the event that any collateral, guaranty or Defaulting Lender shall exercise any other security, such right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off, (x) all amounts so set off as shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 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 Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify the Borrower (with a copy to the Agent) after any such set-off and application; provided in this Section (regardless that the failure to give such notice shall not affect the validity of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)set-off and application. The rights provided by this Section and remedies of each Lender hereunder are in addition to all other rights and remedies (including other rights of set-off and banker's lien and all other rights and remedies off) which any such Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, or otherwise fully matured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 hereof and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the 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 in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by such Issuing Agent as a Bank hereunder.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Purchaser and its Affiliates are each hereby agrees that, authorized by each Note Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Requisite Purchasers (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Note Party or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited in whatever currency) and any other obligations or finally creditedIndebtedness at any time held or owing by such Purchaser to or for the credit or the account of any Note Party against and on account of the Obligations of any Note Party to such Purchaser hereunder and under the other Note Documents, irrespective of whether or not evidenced by a certificate (a) such Purchaser shall have made any demand hereunder or (b) the principal of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender interest on the Notes or any other Person amounts due hereunder shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time event that any Defaulting Purchaser shall exercise any such right of set off, (x) all amounts so set off shall be paid over immediately to Purchasers for further application in accordance with the provisions of Sections 2.16 and 2.21 and, pending such setoff)payment, shall be segregated by such Defaulting Purchaser from its other funds and deemed held in trust for the benefit of Purchasers, and regardless (y) the Defaulting Purchaser shall provide promptly to Purchasers a statement describing in reasonable detail the Obligations owing to such Defaulting Purchaser as to which it exercised such right of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Purchaser and its Affiliates under this Section 10.4 are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (including other rights of set off) that such Purchaser or any such Participant, branch, subsidiary or affiliate) its respective Affiliates may otherwise have under have; provided that upon the appointment of the Collateral Agent in accordance with the terms hereof, this Agreement, Agreement and any other Loan Document, at law or in equity, or otherwise, Note Document may be amended with the consent of the Required Purchasers and nothing in this Agreement or any other Loan Document the Collateral Agent and no consent of Company shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personrequired in connection therewith.

Set-Off. The Borrower hereby agrees that, gives and confirms to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by each Issuer a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a of all moneys, securities and other property of the Borrower (whether special, general or limited) and the proceeds thereof, at any time delivered to remain with or in transit in any manner to such Lender as provided or Issuer, its correspondent or its agents from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of such Lender or Issuer in this Section (regardless any way, and also, any balance of any deposit accounts and credits of the Borrower with, and any and all claims of security for the payment of the Liabilities owed by the Borrower to such Lender or Issuer, contracted with or acquired by the Lender or Issuer, whether such Participantliabilities and obligations be joint, branchseveral, subsidiary absolute, contingent, secured, unsecured, matured or affiliate would otherwise be deemed in privity with unmatured, and the Borrower authorizes such Lender or a direct creditor 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 Borrower). The rights provided by this Section are foregoing, to such liabilities in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participantamounts as it may select, branchwhether such Liabilities be contingent, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, unmatured or otherwise, and nothing 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 affect the validity of such setoff and application. The rights described herein shall be in this Agreement or addition to any collateral security described in any separate agreement executed by the Borrower and any other Loan Document shall be deemed a waiver right of setoff under applicable law or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personotherwise which each Lender and each Issuer may have.

Set-Off. The Borrower hereby agrees thatIn 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, to upon the fullest extent permitted by Lawoccurrence of any Event of Default, if any Obligation with the prior written consent of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have Lender, the rightL/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 BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 evidenced by a certificate matured, against and on account of deposit) now the Obligations then due to that Lender, L/C Issuer, or hereafter maintained by subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 9 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right or remedy available to any Lender or any other Person. The Borrower hereby agrees thatof setoff, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of (x) all amounts so set-off as 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 provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender (or and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, setoff and nothing in this Agreement or any other Loan Document application; provided that the failure to give such notice shall be deemed a waiver or prohibition not affect the validity of or restriction on the rights of set-off or bankers' lien of any such Personsetoff and application.

Set-Off. The In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower hereby agrees thator any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held by, provisionally credited or finally creditedand other indebtedness at any time owing by, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender to or for the credit or the account of the respective Loan Parties against any other Person shall have given notice or made a demand and all Obligations owing to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation hereunder or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law now or in equityhereafter existing, irrespective of whether or otherwise, and nothing in not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or 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 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on setoff. Each Lender agrees promptly to notify the rights of Borrower and the Administrative Agent after any such set-off or bankers' lien and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of any such Personset-off and application.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Lawoccurrence of any Event of Default, if any Obligation with the prior written consent of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have Lender, the rightL/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 BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off against set‑off and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the Obligations 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 such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Revolving Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 9 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, right may be contingent or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personunmatured.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, each L/C Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration each Guarantor at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the Borrower, to set-the Guarantors or to any other Person, any such notice being hereby expressly waived, to set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated) and any other indebtedness at any time held or owing by that Lender, that L/C Issuer or that subsequent holder to or for the credit or the account of the Borrower or any Guarantor, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute obligations and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to liabilities of the Borrower or any Guarantor to that Lender, that L/C Issuer or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (a) that Lender, that L/C Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 1.16 hereof and, pending such setoff)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 Issuers, and regardless of the existence or adequacy of any collateralLenders, guaranty or any other security, right or remedy available to any and (y) such Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by the Borrower hereby agrees that, at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the BorrowerBorrower or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(A) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender shall have made any demand hereunder or (B) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person amounts due hereunder shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 2.18 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and regardless of (y) the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower (a) After the occurrence and during the continuance of an Event of Default, in addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, Seller hereby agrees thatgrants to Purchaser and its Affiliates a right of set-off, without prior notice to the fullest extent permitted by LawSeller, if any Obligation sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the Borrower shall be due currency, place 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 payable irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to Seller and (by acceleration ii) any and all deposits (general or specified), 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, without limitation, branches and agencies of Purchaser, wherever located), each Lender . Purchaser shall have give written notice to Seller of any set-off elected under this Article 15. (b) Purchaser and its Affiliates are hereby authorized at any time and from time to time upon the rightoccurrence and during the continuance of an Event of Default, without notice to the BorrowerSeller, to set-off against off, appropriate, apply and to appropriate and apply to enforce such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as against any and all items hereinabove referred to against any amounts owing to Purchaser or its Affiliates by Seller under the Transaction Documents, irrespective of whether Purchaser or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a Lender as provided sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section (regardless of whether such Participant, branch, subsidiary Article 15 shall be effective to create a charge or affiliate would otherwise other security interest. This Article 15 shall be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are without prejudice and in addition to all other rights any right of set-off and banker's off, combination of accounts, lien and all or other rights and remedies to which any Lender party is at any time otherwise entitled (or any such Participantwhether by operation of law, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, 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, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setPRIOR TO EXERCISING THEIR RIGHT OF SET-off or bankers' lien of any such PersonOFF 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. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Lawoccurrence and during the continuance of any Event of Default, if each Lender, the L/C Issuer and each subsequent holder of any Obligation and each of the their respective Affiliates is hereby authorized by each Borrower shall be due and payable (by acceleration each Guarantor at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the such Borrower, such Guarantor or to set-any other Person, any such notice being hereby expressly waived, to set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts or premium trust accounts, and in whatever currency denominated) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer or that subsequent holder or Affiliate to or for the credit or the account of such Borrower or such Guarantor, whether or not evidenced by a certificate matured, against and on account of deposit) now the Obligations of such Borrower or hereafter maintained by such Guarantor to that Lender, the Borrower L/C 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 such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, the L/C Issuer or any other Person that subsequent holder or Affiliate shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at and although said obligations and liabilities, or any of them, may be contingent or unmatured provided that in the time 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 1.6 and, pending such setoff)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 Issuers, and regardless of the existence or adequacy of any collateralLenders, guaranty or any other security, right or remedy available to any and (y) the Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender (or and L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, setoff and nothing in this Agreement or any other Loan Document application; provided that the failure to give such notice shall be deemed a waiver or prohibition not affect the validity of or restriction on the rights of set-off or bankers' lien of any such Personsetoff and application.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Lawoccurrence and during the continuation of any Event of Default, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have and each of their respective Affiliates is hereby authorized by each Credit Party at any time or from time to time (subject, in the rightcase 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 Borrowerany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, provisional or final, general or special, provisionally credited or finally creditedincluding Indebtedness evidenced by certificates of deposit, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that in whatever currency)) and any other Indebtedness at any time held or owing by such Lender or Administrative Agent, to or for the credit or the account of any Credit Party (in whatever currency) against and on account of the obligations and liabilities of any Credit Party to such Lender or Administrative Agent and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender or Administrative Agent shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may deem be contingent or unmatured or (c) such indebtedness, obligation or liability is owed to be then due and payable at the time 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 Administrative Agent for further application in accordance with the provisions of Section 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 Administrative Agent and the Lenders, and regardless of (y) the existence or adequacy of any collateral, guaranty or any other security, right or remedy available Defaulting Lender shall provide promptly to any Lender or any other Person. The Borrower hereby agrees that, Administrative Agent a statement describing in reasonable detail the Obligations owing to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a 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 in this Section (regardless that the failure to give such notice shall not affect the validity of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff and application. The rights provided by of each Lender and their respective Affiliates under this Section 10.4 are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any including other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off setoff) that such Lender or bankers' lien of any such Personits respective Affiliates may have.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Lawoccurrence and during the continuance of any Event of Default after obtaining the prior written consent of the Administrative Agent, if each Lender, the L/C Issuer and each subsequent holder of any Obligation of is hereby authorized by the Borrower shall be due and payable (by acceleration such Guarantor at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived to the extent permitted by applicable law, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer or that subsequent holder to or for the credit or the account of the Borrower or such Guarantor, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the Obligations of the Borrower or such Guarantor to that Lender, the L/C Issuer or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, the L/C Issuer or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 1.17 and, pending such setoff)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 regardless of (y) the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower hereby agrees thatIn 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, to during the fullest extent permitted by Lawcontinuance of any Event of Default, if any Obligation with the prior written consent of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have Lender, the rightL/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 BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 evidenced by a certificate matured, against and on account of deposit) now the Obligations then due to that Lender, L/C Issuer, or hereafter maintained by subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 9 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, right may be contingent or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personunmatured.

Set-Off. The Borrower hereby agrees that, During the continuance of any Event of Default as to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the a particular Borrower, to set-off against and to appropriate and apply any deposits or other sums credited by or due from any Lender solely to such Obligation Borrower, and any indebtednesssecurities or other property solely of such Borrower in the possession of such Lender may be applied to or set off by such Lender against the payment of such Borrower's Obligations and any and all other liabilities, liability direct, or obligation indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any nature owing such Borrower to such Lender. Each Lender agrees with each other Lender that (a) if an amount to be set off is to be applied to Debt of a Borrower to such Lender, OTHER THAN Debt evidenced by the Borrower Note held by such Lender, including but not limited such amount shall be applied ratably to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not such other Debt and to the Debt evidenced by the Note held by such Lender, and (b) if such Lender shall receive from a certificate Borrower whether by voluntary payment, exercise of deposit) now the right of set off, counterclaim, cross action, or hereafter maintained enforcement of the claim evidenced by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not Note held by such Lender or any other Person shall have given notice or made a demand to the by proceedings against such Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equityequity or by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar proceedings, or otherwise, and nothing shall retain and apply to the payment of the Note held by such Lender any amount in excess of its ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, 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 otherwise as shall result in each Lender receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement Agreement; PROVIDED that if all or any other Loan Document part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be deemed a waiver or prohibition rescinded and the amount restored to the extent of or restriction on the rights of set-off or bankers' lien of any such Personrecovery, but without interest.

Set-Off. The Borrower hereby agrees that(a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise)Default, each Lender shall have the rightBank and each subsequent holder of any Note is hereby authorized by Borrower at any time or from time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, or otherwise fully matured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now the obligations and liabilities of Borrower to that Bank or hereafter maintained by that subsequent holder under the Borrower Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the 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 in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by such Issuing Agent as a Bank hereunder.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank, each Affiliate of a Bank, and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank, its Affiliate or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank, its Affiliate or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank, its Affiliate or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest unless the purchasing Bank is required to pay interest thereon, in which case each Bank returning funds to such purchasing Bank shall pay its pro rata share of such interest.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise), Default each Lender shall have the rightand each Issuing Bank is hereby authorized by Borrower at any time or from time to time, without notice to the BorrowerBorrower or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general including Indebtedness evidenced by certificates of deposit, whether matured or specialunmatured, provisionally credited but not including trust accounts) and any other Indebtedness at any time held or finally creditedowing by such Lender or such Issuing Bank to or for the credit or the account of Borrower against and on account of the obligations and liabilities of Borrower to such Lender or such Issuing Bank hereunder, the Letters of Credit and participations therein and under the other Financing Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Financing Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person such Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 2 (Loans and Letters of Credit) and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.14 (Ratable Sharing) and 2.19 (Defaulting Lenders) and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, Issuing Banks and the Lenders, and regardless (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Personsetoff. The Borrower hereby agrees thatrights of each Lender, each Issuing Bank and their respective Affiliates under this Section 9.4 are in addition to the fullest extent permitted by Lawother rights and remedies (including other rights of setoff) that such Lender, any Participant and any branch, subsidiary Issuing Bank or affiliate their respective Affiliates may have. Failure of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition Issuing Bank to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien give notice of any such Personsetoff and application to Administrative Agent shall not affect the validity of such setoff and application.

Set-Off. The Borrower hereby agrees thatIn 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, to during the fullest extent permitted by Lawcontinuation of any Event of Default, if any Obligation with the prior written consent of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have Lender, the rightL/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 BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 evidenced by a certificate matured, against and on account of deposit) now the Obligations then due to that Lender, L/C Issuer, or hereafter maintained by subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 setoff)payment, shall be segregated by such Defaulting Lender from its other funds and regardless deemed held in trust for the benefit of the existence or adequacy of any collateralAdministrative Agent, guaranty or any other security, right or remedy available to any the L/C Issuer and the Lenders and (y) the Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower hereby agrees thatDuring the continuance of any Event of Default as to a particular Borrower, to the fullest extent permitted any deposits or other sums credited by Law, if or due from any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice Banks solely to the that Borrower, and any securities or other property solely of that Borrower in the possession of such Bank may be applied to set-or set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by Bank against the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor payment of the Borrower). The rights provided by this Section are in addition to all other rights of set-off ’s Obligations and banker's lien any and all other rights liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of that Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Debt of a Borrower to such Bank, other than Debt owing to such Bank hereunder, such amount shall be applied ratably to such other Debt and remedies which any Lender 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 right of set off, counterclaim, cross action, or any enforcement of the claim based on the Obligations owing to such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, Bank by proceedings against such Borrower at law or in equityequity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and nothing 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 it its proportionate payment as contemplated by this Agreement Agreement; provided that if all or any other Loan Document part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be deemed a waiver or prohibition rescinded and the amount restored to the extent of or restriction on the rights of set-off or bankers' lien of any such Personrecovery, but without interest.

Set-Off. The Borrower hereby agrees that, In addition to any rights now or hereafter granted under Applicable Law and to the fullest extent permitted not prohibited by Law, if any law or Contractual Obligation of such Lender Party, during the Borrower shall be due and payable (by acceleration or otherwise)existence of any Event of Default, each Lender shall have Party is hereby irrevocably authorized by the rightBorrower, at any time or from time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited or finally creditedincluding certificates of deposit, whether matured or unmatured, but not evidenced including trust accounts) and any other indebtedness, in each case whether direct or indirect or contingent or matured or unmatured at any time held or owing by a certificate such Lender Party to or for the credit or the account of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute Borrower, against and unconditional in all circumstances andon account of the Obligations, without limitation shall exist irrespective of whether or not such Lender or any other Person Party shall have given made any demand for payment, provided that such Lender Party shall, promptly following such set off or application, give notice or made a demand to the Borrower thereof, which notice shall contain an explanation of the basis for the set off or application provided that the failure to give such notice shall not affect the validity of such set off and application; provided, further, that in the event that any other PersonDefaulting Lender shall exercise any such right of setoff, whether such indebtedness, obligation or liability owed (x) all amounts so set off shall be paid over immediately to the Borrower is contingentAgent for further application in accordance with the provisions of Section 2.22 and, absolutepending such payment, matured or unmatured (it being agreed that shall be segregated by such Defaulting Lender may deem such indebtedness, obligation or liability to be then due from its other funds and payable at deemed held in trust for the time benefit of such setoff)the Agent and the Lenders, and regardless of (y) the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Each Borrower hereby agrees that, to the fullest extent permitted by Law, that if any Obligation an Event of the Borrower shall be due Default has occurred and payable (by acceleration or otherwise)is continuing, each Lender and Issuer shall have the right, without notice to the such Borrower, to set-set off against and to appropriate and apply to such Obligation any indebtedness, matured indebtedness or other fixed liability or matured obligation of any nature owing to the such Borrower by such LenderLender or Issuer, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the such Borrower with such LenderLender or Issuer. Such right shall be absolute and unconditional in all circumstances and, without limitation limitation, shall exist whether or not such Lender Lender, such Issuer or any other Person shall have given notice or made a any demand to the such Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender Lender, Issuer or any other Person. The Each Borrower hereby agrees that, to the fullest extent permitted by Law, that any Participant and any branch, subsidiary or affiliate Affiliate of any Lender or Issuer or any Participant shall have the same rights of set-off as a Lender or Issuer as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate Affiliate would otherwise be deemed in privity with or a direct creditor of the such Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's ’s lien and all other rights and remedies which any Lender or Issuer (or any such Participant, branch, subsidiary or affiliateAffiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' ’ lien of any such Person.

Set-Off. The In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates are authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held by, provisionally credited or finally creditedand other indebtedness at any time owing by, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice such Affiliate to or made a demand to for the credit or the account of the Borrower or against any other Person, whether such indebtedness, obligation or liability owed and all Obligations owing to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation hereunder or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law now or in equityhereafter existing, irrespective of whether or otherwise, and nothing in not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or 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 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on the 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 bankers' lien any of any its Affiliates; provided, however, that the failure to give such Personnotice shall not affect the validity of such set-off and application.

Set-Off. The In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank and each purchaser of a participation pursuant to Section 13.01(e) is hereby authorized by the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby agrees thatexpressly waived) to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held by or owing to such Lender, Issuing Bank, any of their Affiliates or any such purchaser to or for the fullest extent permitted by Law, if any Obligation credit or the account of the Borrower against and on account of the obligations of the Borrower to such Lender, Issuing Bank, any of their Affiliates or any 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 in connection with this Agreement, irrespective of whether or not (i) such Lender, Issuing Bank or such purchaser shall have made any demand hereunder or (ii) the Collateral Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable (as permitted by acceleration Article XI and even though such Obligations may be contingent or otherwise)unmatured. Each Lender, each Lender Issuing Bank and each such purchaser agrees that it shall have the rightnot, without notice the express consent of the Requisite Lenders, and that it shall, to the Borrowerextent it is lawfully entitled to do so, to upon the request of the Requisite Lenders, exercise its set-off rights hereunder against and to appropriate and apply to such Obligation any indebtedness, liability or obligation accounts of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) its Subsidiaries now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Issuing Bank or any other Person shall have given notice Affiliate of either of them or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personpurchaser.

Set-Off. The Borrower hereby agrees that(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 fullest extent permitted by Law, if any Obligation 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 be due no longer apply and, upon the occurrence and payable (continuation of an Event of Default, in addition to any rights and remedies of the Lenders provided by acceleration or otherwise)law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to set-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 off against and to appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to such Obligation any indebtednessor for the credit or the account of the Borrower, liability as the case may be, or obligation of any nature owing the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, including but provided that the failure to give such notice shall not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by affect the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time validity of such setoff), setoff and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personapplication.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of and during the continuance of any Obligation Event of Default (after the Borrower shall be due giving of any notice and payable (by acceleration or otherwisethe expiration of any grace period contained in the definition thereof), each Lender shall have Lender, each of its Affiliates and each subsequent holder of any Note is hereby authorized by the rightCompany at any time or from time to time, without notice to the BorrowerCompany, or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate any and apply to such Obligation any indebtednessall deposits (including, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured but not including trust accounts) and any other indebtedness at any time held or owing by that Lender or Affiliate (including, without limitation, branches or agencies of such Lender or Affiliate wherever located) or that subsequent holder to all deposits (whether time or demand, general for the credit or special, provisionally credited or finally credited, the account of the Company and to apply any such amounts in accordance with the provisions of Section 2.11 irrespective of whether or not evidenced by a certificate of deposit) now that Lender, Affiliate or hereafter maintained by the Borrower with such Lender. Such right that subsequent holder shall be absolute have made any demand hereunder and unconditional in all circumstances and, without limitation shall exist whether or not such deposits or other indebtedness are otherwise fully secured and that Lender, Affiliate and subsequent holder is hereby irrevocably authorized to permit such setoff and appropriation; provided, that in the event that any Defaulting Lender or shall exercise any other Person such right of setoff, (x) all amounts so set off shall have given notice or made a demand be paid over immediately to the Borrower or any Administrative Agent for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other Personfunds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, whether such indebtedness, obligation or liability owed and (y) the Defaulting Lender shall provide promptly to the Borrower is contingent, absolute, matured or unmatured (it being agreed that Administrative Agent a statement describing in reasonable detail the Obligations owing to such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any application made by such Lender (or any Affiliate; provided, however, that the failure to give such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document notice shall be deemed a waiver or prohibition not affect the validity of or restriction on the rights of such set-off or bankers' lien of any such Personand application.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, or otherwise fully matured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 hereof and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender, Issuing Bank, and their respective Affiliates are each hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited in whatever currency) and any other obligations or finally creditedIndebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the Obligations of any Credit Party to such Lender or Issuing Bank hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person amounts due hereunder shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time event that any Defaulting Lender shall exercise any such right of set off, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.16 and 2.21 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, Issuing Bank, and regardless of the existence or adequacy of any collateralLenders, guaranty or any other security, right or remedy available and (y) the Defaulting Lender shall provide promptly to any Lender or any other Person. The Borrower hereby agrees that, Administrative Agent a statement describing in reasonable detail the Obligations owing to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, Issuing Bank, and their respective Affiliates under this Section 10.4 are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (including other rights of set off) that such Lender, such Issuing Bank or any such Participant, branch, subsidiary or affiliate) their respective Affiliates may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The In addition to any rights and remedies of the Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each Lender and each of its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held by, provisionally credited and other indebtedness at any time owing by, such Lender or finally creditedsuch 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 Affiliate, now or hereafter existing, irrespective of whether or not evidenced by the Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations and/or Guaranteed Obligations may be denominated in a certificate of deposit) now different currency, contingent or hereafter maintained by unmatured. Each Lender agrees promptly to notify the Borrower with and the Agent after any such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any application made by such Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document Affiliate; provided that the failure to give such notice shall be deemed a waiver or prohibition not affect the validity of or restriction on the rights of such set-off or bankers' lien of and application; and provided, further, that in the event that any Defaulting Lender shall exercise any such Personright of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 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 Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the 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 Borrower Seller hereby acknowledges, admits and agrees thatthat 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 and remedies of 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) provided by this Repurchase Agreement and by law, 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) shall have the right, solely after an Event of Default that has not been waived, and without prior notice to the fullest Seller, any such notice being expressly waived by the Seller to the extent permitted by Lawapplicable law, if upon any Obligation of the Borrower shall be 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), each Lender shall have the right, without notice to the Borrower, to set-off against and to appropriate and apply to against such Obligation amount any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal), provisionally credited in any currency, and any other credits, indebtedness, amounts or finally creditedclaims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Buyer, the Agent or any of their Affiliates (or the Buyer or the Agent or any of their Affiliates, as the case may be) to or for the credit or the account of the Seller under the Repurchase Agreement or any 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 evidenced by a certificate such obligations are then due, without prejudice to the Agent’s or the Buyer’s or any of deposit) now their Affiliate’s right to recover any deficiency. For the avoidance of doubt, and without limitation, the Seller acknowledges and agrees that any proceeds or hereafter maintained by amounts under any agreement between Seller on the Borrower with one hand, and the Buyer, the Agent or any of their Affiliates on the other, which exceed the amount due under such Lender. Such right agreement, shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or available to satisfy any other Person shall have given notice or made a demand to obligations of the Borrower or any other Person, whether such indebtedness, obligation or liability Seller which are owed to the Borrower is contingent, absolute, matured Buyer or unmatured (it being agreed that such Lender may deem such indebtedness, obligation the Agent or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have their Affiliate under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction agreement between Seller on the rights 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) 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 bankers' lien the Buyer or the Agent or any of any their Affiliates, as the case may be); provided that the failure to give such Person.notice shall not affect the validity of such set-off and application

Set-Off. The Borrower hereby agrees thatUpon the occurrence and during the continuation of an Event of Default, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights and remedies that may then be available to any Purchaser of set-any Note, each Purchaser of any Note and the Collateral Agent is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower) to set off and banker's lien apply any and all other rights and remedies which Indebtedness at any Lender (time owing by such Purchaser or the Collateral Agent to or for the credit or the account of the Borrower or any of its Subsidiaries against all amounts which may be owed to such Participant, branch, subsidiary Purchaser or affiliate) may otherwise have under this Agreement, the Collateral Agent by the Borrower or any other Loan Document, at law or of its Subsidiaries in equity, or otherwise, and nothing in connection with this Agreement or any other Loan Document Note Document. If any Purchaser of the Notes shall be deemed a waiver or prohibition obtain from the Borrower payment of any principal of or restriction interest on any Note held by it or payment of any other amount under this Agreement or such Note held by it or any other Note Document through the rights exercise of any right of set-off off, and, as a result of such payment, such Purchaser shall have received a greater percentage of the principal, interest or bankers' lien other amounts then due to such Purchaser under the Note Documents than the percentage received by any other Purchaser, it shall promptly make such adjustments (including without limitation purchasing risk participations) with such other Purchaser from time to time as shall be equitable, to the end that all the Purchasers of the Notes shall share the benefit of such excess payment (net of any expenses which may be incurred by such Purchaser in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Notes or other amounts (as the case may be) owing to each of the Purchasers of the Notes. To such end, all Purchasers of the Notes shall make appropriate adjustments among themselves if such payment is rescinded or must otherwise be restored. Any Purchaser of the Notes taking action under this Section 10.3 shall promptly provide notice to the Borrower of any such Personaction taken; provided that the failure of such Purchaser to provide such notice shall not prejudice its rights hereunder.

Set-Off. The Borrower hereby agrees thatIn addition to any rights and remedies of Purchaser hereunder and at law, to upon the fullest extent permitted by Law, if occurrence and continuation of a default hereunder or under any Obligation of the Borrower shall be due Program Documents, Purchaser and payable (by acceleration or otherwise), each Lender its Affiliates shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the Borrowerextent 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 against and to appropriate and apply to against such Obligation amount any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all Property and deposits (whether general or special, time or demand, general provisional or specialfinal), provisionally credited in any currency, or finally creditedany other credits, indebtedness 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 selling 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, at any time held or owing by Purchaser or any Affiliate thereof to or for the credit or the account of Seller except and to the extent that any of the same are held by Seller for the account of another Person. Upon the occurrence of a default hereunder or under 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 evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lenderobligations are then due. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy The exercise of any collateral, guaranty or any other security, such right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether shall be without prejudice to Purchaser’s or its Affiliate’s right to recover any deficiency. Purchaser agrees to promptly notify Seller after any such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any application made by Purchaser; provided that the failure to give such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document notice shall be deemed a waiver or prohibition not affect the validity of or restriction on the rights of such set-off or bankers' lien of any such Personand application.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to any Credit Party or to any other Person (other than the BorrowerAdministrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including (i) trust accounts 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 at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender will have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person shall amounts due hereunder will have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the time Administrative Agent for further application in accordance with the provisions of 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 Issuing Bank, the Swing Line Lenders and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off; 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 setoff)Guarantor. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender; provided, and regardless that the failure to give such notice shall not affect the validity of such application. Notwithstanding the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees thatforegoing, to the fullest extent permitted by Law, any Participant and any branch, subsidiary that the Administrative Agent or affiliate of any Lender (the “Affected Depositary”) is a depositary institution with which any Credit Party maintains an account into which Medicare or any Participant shall have Medicaid payments are deposited (the same “Affected Account”), the Affected Depositary hereby waives its rights of set-off as a Lender as provided in under this Section 10.4 (regardless as well as any right of whether set-off under applicable statute or common law) with respect to each such ParticipantAffected Account; it being understood and agreed that, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor within one hundred eighty (180) days of the BorrowerClosing 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 rights provided by this Section are in addition to all other foregoing waiver of rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwiseare intended to comply with, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setconstrued in accordance with, The Centers for Medicare & Medicaid Services (“CMS”) Publication 100-off or bankers' lien of 04 Chapter 1, Section 30.2.5 – Payment to Bank, and any such Personapplicable successor provisions.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence and during the continuance of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise)Default, each Lender shall have Lender, the rightL/C Issuer, without notice each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to the Borrowertime, to set-off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 any Borrower or such Guarantor, whether or not evidenced by a certificate matured, against and on account of deposit) now the Obligations of any Borrower or hereafter maintained by such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 1.15 hereof and, pending such setoff)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 regardless of the existence or adequacy of any collateralLenders, guaranty or any other security, right or remedy available to any and (y) the Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under the Repurchase Documents, Requirements of Law, or otherwise, Guarantor hereby agrees thatgrants to Buyer, to the fullest extent permitted by Law, if any Obligation secure repayment of the Borrower shall be due Guaranteed Obligations, a right of set off upon any and payable (all of the following: monies, securities, collateral or other property of Guarantor and any proceeds from the foregoing, now or hereafter held or received by acceleration Buyer or any Affiliate of Buyer, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise), each Lender shall have the rightand also upon any and all deposits (general, without notice specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to the Borrower, Guarantor and to set-off against any Guaranteed Obligations or Indebtedness owed by Guarantor and any Indebtedness owed by Buyer or any Affiliate of Buyer to appropriate and apply to such Obligation any indebtednessGuarantor, liability in each case whether direct or obligation of any nature owing to the Borrower by such Lenderindirect, including but not limited to all deposits (whether time absolute or demandcontingent, general matured or special, provisionally credited or finally creditedunmatured, whether or not evidenced arising under the Repurchase Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by a certificate Buyer or any Affiliate of deposit) now Buyer to or hereafter maintained by for the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances andcredit of Guarantor, without limitation shall exist whether or not such Lender or prejudice to Buyer’s right to recover any other Person shall have given notice or made a demand to the Borrower or deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amount becoming due and payable at by Guarantor to Buyer under the time Repurchase Documents, the Guaranteed Obligations or otherwise or upon the occurrence and continuance of an Event of Default, without notice to Guarantor, any such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, notice being expressly waived by Guarantor to the fullest extent permitted by any Requirements of Law, any Participant to set-off, appropriate, apply and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights enforce such right of set-off as a Lender as provided in this Section (against any and all items hereinabove referred to against any amounts owing to Buyer by Guarantor under the Repurchase Documents and the Guaranteed Obligations, irrespective of whether Buyer or any Affiliate of Buyer shall have made any demand under the Repurchase Documents and regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwisecollateral securing such amounts, and nothing in this Agreement all cases without waiver or any other Loan Document prejudice of Buyer’s rights to recover a deficiency. Guarantor shall be deemed a waiver or prohibition directly indebted to Buyer in the full amount of or restriction on all amounts owing to Buyer by Guarantor under the Repurchase Documents and the Guaranteed Obligations, and Buyer shall be entitled to exercise the rights of set-off or bankers' lien of provided for above. ANY AND ALL RIGHTS TO REQUIRE BUYER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS UNDER THE REPURCHASE DOCUMENTS, THE PLEDGED COLLATERAL OR ANY OTHER COLLATERAL SECURITY FOR THE REPURCHASE OBLIGATIONS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTOR. (b) Buyer shall promptly notify Guarantor after any such Personset-off and application made by Buyer or any of its Affiliates, provided that the failure to give such notice shall not affect the validity of such set-off and application. If an amount or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other party when the amount or obligation is ascertained. Nothing in this Section 10 shall be effective to create a charge or other security interest. This Section 10 shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any party is at any time otherwise entitled. (c) Guarantor hereby waives any right of setoff it has or may have or to which it may be or become entitled under the Repurchase Documents or otherwise against Buyer or any Affiliate of Buyer, or their respective assets or properties.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the fullest extent permitted limited by Applicable Law, if at any Obligation time that an Event of Default exists, each member of the Borrower shall be due Lender Group and payable (each subsequent holder of the Obligations is hereby authorized by acceleration the Credit Parties at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerCredit Parties or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general or specialincluding, provisionally credited or finally creditedbut not limited to, whether or not Indebtedness evidenced by a certificate certificates of deposit) now , in each case whether matured or hereafter maintained unmatured, but not including any amounts held by any member of the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Group or any other Person shall have given notice or made a demand to the Borrower or of its Affiliates in any escrow account) and any other Person, whether such indebtedness, obligation Indebtedness at any time held or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless owing by any member of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (Group or any such Participantholder to or for the credit or the account of any Credit Party, branchagainst and on account of the obligations and liabilities of the Credit Parties, subsidiary to any member of the Lender Group or affiliate) may otherwise have any such holder under this Agreement, any Loan Notes and any other Loan Document, at law including, but not limited to, all claims of any nature or in equitydescription arising out of or connected with this Agreement, or otherwise, and nothing in this Agreement any Loan Notes or any other Loan Document Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the Obligations to be due and payable as permitted by Section 8.2 and although said obligations and liabilities, or any of them, shall be deemed a waiver contingent or prohibition of or restriction on unmatured; provided that in the rights event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 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 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 set-off. Any sums obtained by any member of the Lender Group or bankers' lien by any subsequent holder of any such Personthe Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. The Borrower hereby agrees that(a) In addition to any rights and remedies of Buyer hereunder and by law, ▇▇▇▇▇ shall have the right during the continuation of an Event of Default, without prior notice to Seller, any such notice being expressly waived by Seller to the fullest extent permitted by Lawapplicable law to set-off and appropriate and apply against any obligation from Seller, Guarantor, or any Affiliate thereof to Buyer or any Affiliate thereof any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the credit or the account of Seller; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the 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 Obligation of the Borrower shall be due and payable its Affiliates (by acceleration each such entity, a “Seller Entity”) owes any obligation to Buyer or otherwiseany Affiliate thereof (each such entity, a “Buyer Entity”), each Lender 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 the failure to give such notice shall not affect the validity of such set-off and application. (b) Buyer shall at any time have the right, without notice to the Borrowerin each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance 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 Default has occurred. For avoidance of doubt and not as a limitation, Buyer may set-off any amounts in the Operating Account against any outstanding Obligations provided an Event of Default has occurred and to appropriate and apply to such Obligation any indebtednessis continuing, liability or obligation of any nature owing to the Borrower by such Lender, including but may not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless off, transfer or withdraw any amounts from the Operating Account unless an Event of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off Default has occurred and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personis continuing.

Set-Off. The Borrower If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby agrees thatauthorized at any time and from time to time, 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 fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerapplicable law, to set-set off against and to appropriate and apply to such Obligation any indebtednessand all deposits (general or special, liability time or obligation of demand, provisional or final, in whatever currency) at any nature time held and other obligations (in whatever currency) at any time owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender L/C Issuer or any other Person shall have given notice such Affiliate to or made a demand to for the credit or the account of the Borrower or any other Person, whether such indebtedness, obligation or liability owed to Loan Party against any and all of the obligations of the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation Loan Party now or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have hereafter existing under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be deemed contingent or unmatured or are owed to a waiver branch or prohibition office of such Lender or restriction the L/C Issuer different from the branch or office holding such deposit or obligated on the such indebtedness. The rights of set-off each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or bankers' lien of their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such Person.setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application

Set-Off. The Borrower hereby agrees thatIn addition to, and not in limitation of, any rights granted by applicable law, and regardless of the adequacy of any collateral, during the continuance of an Event of Default, any deposits or other sums credited by or due from any Lender to the fullest extent permitted by Law, if any Obligation of Parent Guarantor or the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the rightmay, without notice to the BorrowerParent Guarantor or the Borrower (which is hereby expressly waived), to set-be set off against any and all liabilities, direct or indirect, absolute or contingent, due or to appropriate and apply become due, now existing or hereafter rising, of the Parent Guarantor or the Borrower to such Obligation Lender. Each Lender agrees with the other Lenders that if an amount to be set off is to be applied to any indebtedness, liability Indebtedness of the Parent Guarantor or obligation of any nature owing to the Borrower by to any such Lender, including but not limited whether Indebtedness evidenced by any of the Notes or due under this Agreement or otherwise arising, such amount shall be applied ratably to all deposits such indebtedness (whether time or demand, general or special, provisionally credited or finally credited, whether or except to the extent not evidenced by a certificate of deposit) now or hereafter maintained permitted by the Borrower terms of any agreement or instrument evidencing the same). Each Lender further agrees with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not the other Lenders that if such Lender shall both (a) receive from either the Parent Guarantor or any other Person shall have given notice or made a demand to the Borrower or from any other Personsource whatsoever, whether such indebtednessby voluntary payment, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless exercise of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in off, counterclaim, cross action, or enforcement of any claim evidenced by the Notes, this Section (regardless of whether such Participant, branch, subsidiary Agreement or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or by proof thereof in equitybankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and nothing in (b) retain and apply to the payment of the amounts owing with respect to the Notes or of any amounts due to any such Lender under this Agreement or any other Loan Document any amount which is in excess of its ratable portion of the payments received by all of the Lenders, then such Lender shall be deemed a waiver make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution until the amount of such excess has been exhausted, assignment of claims, subrogation or prohibition otherwise, as shall result in each such Lender receiving in respect of its Notes and the amounts due any such Lender under this Agreement or restriction on the rights any other Loan Document its ratable share of all such payments. Notwithstanding anything contained in this Section 11, any set-off rights exercisable by the Agent or bankers' lien any Lender hereunder against the Parent Guarantor or any of any its property shall be subject to the Aggregate Maximum Guaranteed Payment (as such Personterm is defined in the Parent Guaranty).

Set-Off. The Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation 27.1 We have certain rights of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrower, to set-off against and off. This means that where we are due to appropriate and apply to such Obligation pay you any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff)amount, and regardless of you have failed to pay us any amount, we can use the existence money we owe you to reduce or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Personrepay the amount you owe us. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same Our rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor extend to other members of the Borrower). The rights provided by this Section are in addition to all other rights of Deutsche Bank Group where you owe them amounts. 27.2 We may at any time set-off any sums that you owe to 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 you: (E) in respect of any overdraft on any Deposit Account; (F) in respect of a Loan; or (G) in respect of any other Transaction; or (H) otherwise in respect of the Services, whether or not such sums are denominated in the same Currency or Currencies and bankerwhether they are absolute or contingent, or 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 Agreement, we may, subject to Applicable Law, use all funds in any Account held with us in that Joint Client's lien and sole name to satisfy payment of these sums. 27.5 We may at any time: (A) combine, consolidate or merge all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliateof your Accounts with us; (B) may otherwise have under this Agreement, make transfers between Accounts; and/or (C) set off any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on sum standing to the rights of set-off or bankers' lien credit of any such PersonAccounts 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 expressed in the same Currency. 27.7 We are authorised by you in our discretion at any time to transfer any money or assets held by us for your Account to or to the order of any other Deutsche Bank Group Company for the 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 this if we reasonably consider that you may take action to prevent us from exercising our rights (such as transferring monies from your Accounts to avoid us obtaining repayment).

Set-Off. The Borrower hereby agrees thatLender may without prior notice: 13.2.1 in the absence of an Event of Default, apply any balance which at any time stands to the fullest extent permitted by Law, if credit of any Obligation account in the name of the Borrower shall be 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 and payable (by acceleration or otherwise), each Lender shall have from the right, without notice Borrower to the BorrowerLender under any of the Security Documents; 13.2.2 after the occurrence of an Event of Default, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits balance (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by 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 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 certificate 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) now or hereafter maintained by of the Borrower with such any office or branch of the Lender. Such right . 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 absolute without prejudice and unconditional in all circumstances andaddition to any right of set-off, without limitation shall exist whether combination of accounts, charge, lien or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any which the Lender is entitled (whether under the general law or any other Person. The Borrower hereby agrees that, to document). 13.2.4 This Clause 13.2 gives the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights a contractual right of set-off as a Lender as provided in this Section (regardless of whether such Participantonly, branch, subsidiary and does not create any equitable charge or affiliate would otherwise be deemed in privity with or a direct creditor other Encumbrance over any credit balance of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The Borrower hereby agrees thatIn addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held by, provisionally credited or finally creditedand other indebtedness at any time owing by, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender to or for the credit or the account of the respective Loan Parties against any other Person shall have given notice or made a demand and all Obligations owing to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation hereunder or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law now or in equityhereafter existing, irrespective of whether or otherwise, and nothing in not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document shall and although such Obligations may be deemed contingent or unmatured or denominated in a waiver currency different from that of the applicable deposit or prohibition of or restriction on indebtedness. Each Lender agrees promptly to notify the rights of Borrowers and the Administrative Agent after any such set-off or bankers' lien and application made by such Lender; 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 Personright of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 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 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. The Borrower hereby agrees that, In addition to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration rights now or hereafter granted under applicable law or otherwise), each Lender shall have the rightand not by way of limitation of any such rights, Seller hereby grants to Buyer and its Affiliates a right of set-off while an Event of Default exists, without notice to Seller, any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the Borrowercurrency, place of payment or booking office of the sum or obligation) owed by Seller to 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 Seller and (ii) any and all deposits (general or specified), 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, without limitation, branches and agencies of Buyer, wherever located). Buyer and its Affiliates are hereby authorized at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to Seller, to set-off against off, appropriate, apply and to appropriate and apply to enforce such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as against any and all items hereinabove referred to against any amounts owing to Buyer or its Affiliates by Seller under the Transaction Documents, irrespective of whether Buyer or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a Lender as provided sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section (regardless of whether such Participant, branch, subsidiary Article 13(c) shall be effective to create a charge or affiliate would otherwise other security interest. This Article 13(c) shall be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are without prejudice and in addition to all other rights any right of set-off and banker's off, combination of accounts, lien and all or other rights and remedies to which any Lender party is at any time otherwise entitled (or any such Participantwhether by operation of law, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, 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, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setPRIOR TO EXERCISING THEIR RIGHT OF SET-off or bankers' lien of any such PersonOFF 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. The Borrower hereby agrees that, (a) In addition to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration rights now or hereafter granted under applicable law or otherwise), each Lender shall have the rightand not by way of limitation of any such rights, Seller hereby grants to Purchaser and its Affiliates a right of set-off, without notice to Seller, of any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the Borrowercurrency, place 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 currency, place of payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to Seller and (ii) any and all deposits (general or specified), 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, without limitation, branches and agencies of Purchaser, wherever located). (b) Purchaser and its Affiliates are hereby authorized at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to Seller, to set-off against off, appropriate, apply and to appropriate and apply to enforce such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as against any and all items hereinabove referred to against any amounts owing to Purchaser or its Affiliates by Seller under the Transaction Documents, irrespective of whether Purchaser or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a Lender as provided sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section (regardless of whether such Participant, branch, subsidiary Article 15 shall be effective to create a charge or affiliate would otherwise other security interest. This Article 15 shall be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are without prejudice and in addition to all other rights any right of set-off and banker's off, combination of accounts, lien and all or other rights and remedies to which any Lender party is at any time otherwise entitled (or any such Participantwhether by operation of law, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, 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, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setPRIOR TO EXERCISING THEIR RIGHT OF SET-off or bankers' lien of any such PersonOFF 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. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and Issuing Bank is hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender or such Issuing Bank to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or such Issuing Bank hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person such Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.17 and 2.22 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Issuing Banks, and regardless of the existence or adequacy of any collateralLenders, guaranty or any other security, right or remedy available and (y) the Defaulting Lender shall provide promptly to any Lender or any other Person. The Borrower hereby agrees that, Administrative Agent a statement describing in reasonable detail the Obligations owing to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, Issuing Bank and their respective Affiliates under this Section 10.4 are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any including other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off setoff) that such Lender, such Issuing Bank or bankers' lien of any such Persontheir respective Affiliates may have.

Set-Off. The Borrower hereby agrees thatIn 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, to upon the fullest extent permitted by Lawoccurrence of any Event of Default, if any Obligation with the prior written consent of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have Lender, the rightL/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 BorrowerBorrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off against set‑off and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, 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 evidenced by a certificate matured, against and on account of deposit) now the Obligations then due to that Lender, L/C Issuer, or hereafter maintained by subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, L/C Issuer, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 setoff)payment, shall be segregated by such Defaulting Lender from its other funds and regardless deemed held in trust for the benefit of the existence or adequacy of any collateralAdministrative Agent, guaranty or any other security, right or remedy available to any the L/C Issuer and the Lenders and (y) the Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Borrower hereby agrees that, at any time or from time to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the righttime, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited or finally creditedincluding indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced including trust accounts) and any other indebtedness at any time held or owing by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such that Lender or any Affiliate of that Lender to or for the credit or the account of Borrower and each other Person shall have given notice or made a demand to Subsidiary Guarantor against and on account of the Obligations of Borrower or any other PersonSubsidiary 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, the Letters of Credit and participations therein and the other Loan Documents, 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 Document, irrespective of whether such indebtedness, obligation or liability owed to not (i) that Lender shall have made any demand hereunder or (ii) the Borrower is contingent, absolute, matured principal of or unmatured (it being agreed that such Lender may deem such indebtedness, obligation the interest on the Loans or liability to be then any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable at pursuant to Section 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, that in the time event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of subsection 2.9 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and Lenders, and regardless of (y) Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the existence or adequacy of any collateral, guaranty or any other security, right or remedy available Obligations owing to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, Issuing Lender and their respective Affiliates under this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any including other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off setoff) that such Lender, Issuing Lender or bankers' lien of any such Persontheir respective Affiliates may have.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence and during the continuation of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise), Default each Lender shall have the rightis hereby authorized at any time or from time to time, without notice to the Borrowerany Loan Party or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited or finally creditedincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced including trust accounts) and any other Indebtedness at any time held or owing by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or Affiliate to or for the credit or the account of each Loan Party against and on account of the Obligations of any Loan Party to such Lender, such Affiliate or to any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, the Letters of Credit and the other Loan Documents to the extent then due and payable, 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 Document, at law irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in equity, or otherwise, and nothing in this Agreement respect of the Letters of Credit or any other Loan Document amounts due hereunder shall have become due and payable pursuant to 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 set off, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 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 Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower hereby agrees thatIn addition to any rights and remedies of any Secured Party hereunder and by law, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due Agent and payable (by acceleration or otherwise), each Lender shall have the right, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrowers to the extent permitted by Applicable Law, to set-off against and to appropriate and apply to such Obligation against any indebtedness, liability or obligation Debt of any nature owing of the Borrowers or any of their respective subsidiaries to the Borrower by Agent, any such Lender, including but not limited to Lender or any of their respective Affiliates any and all deposits (whether general or special, time or demand, general provisional or specialfinal), provisionally credited or finally creditedin any currency, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice obligation (including to return excess margin), credits, indebtedness or made a demand to the Borrower claims, in any currency, in each case whether direct or any other Personindirect, whether such indebtedness, obligation absolute or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtednessunmatured, obligation at any time held or liability to be then owing by or due and payable at from the time of such setoff)Agent, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Personof their respective Affiliates thereof to or for the credit or the account of any Borrower or any of their respective subsidiaries. The Borrower hereby Agent and each ▇▇▇▇▇▇ agrees thatpromptly to notify the Borrowers after any such set 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 the fullest extent permitted by Lawretain, to suspend payment or performance of, or to decline to remit, any Participant and amount or property that it would otherwise be obligated to pay, remit or deliver to any branchBorrower hereunder if an Event of Default or Default has occurred. If any Lender, subsidiary whether by set-off or affiliate 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 any 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 Participant portion of such excess amount is thereafter recovered from such Lender, such purchase shall have be rescinded and the same rights 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 as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary rights shall not change or affiliate would otherwise be deemed in privity with or a direct creditor reduce the obligations of the Borrower). The rights provided by this Section are in addition Loan Parties to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Lender under the Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such PersonDocuments.

Set-Off. The Borrower Each Credit Party hereby agrees that, to the fullest extent permitted by Lawlaw, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrower, such Credit Party or any other Person, to set-off against and to appropriate and apply to such the Obligation any indebtedness, liability or obligation of any nature owing to the Borrower such Credit Party by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of depositdeposit and in whatever currency denominated) now or hereafter maintained by the Borrower such Credit Party with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation limitation, shall exist whether or not such Lender or any other Person shall have given notice or made a any demand to the Borrower Borrower, such other Credit Party or any other Person, whether such indebtedness, obligation or liability owed to the Borrower such Credit Party is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower Each Credit Party hereby agrees that, to the fullest extent permitted by Lawlaw, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates are authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held by, provisionally credited or finally creditedand other indebtedness at any time owing by, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice such Affiliate to or made a demand to for the credit or the account of the Borrower or against any other Person, whether such indebtedness, obligation or liability owed and all Obligations owing to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation hereunder or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law now or in equityhereafter existing, irrespective of whether or otherwise, and nothing in not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or 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 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on the 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 bankers' lien any of any its Affiliates; provided, however, that the failure to give such Personnotice shall not affect the validity of such set-off and application.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise)Default, each Lender shall have and the rightIssuing Bank (and their respective Affiliates) are hereby authorized by each Credit Party at any time or from time to time, without notice to any Credit Party or to any other Person (other than the BorrowerAdministrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender or the Issuing Bank or their respective Affiliates to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or the Issuing Bank or their respective Affiliates hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or Issuing Bank (or any other Person of their respective Affiliates) shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of pursuant to Article 2 and although such setoff)obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off, (x) all amounts so set off as shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of 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 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 provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)set-off. The rights provided by of each Lender, the Issuing Bank and their respective Affiliates under this Section 10.04 are in addition to all other rights and remedies (including other rights of set-off and banker's lien and all other rights and remedies which any Lender (off) that such Lender, the Issuing Bank or any such Participant, branch, subsidiary or affiliate) their respective Affiliates may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower hereby agrees that, In addition to the fullest extent permitted by Law, if any Obligation rights and remedies of the Borrower shall be due Bank provided by law, upon the occurrence of an Event of Default and payable the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Sections 9.1(a) or (by acceleration or otherwiseb), each Lender the Bank shall have the right, without prior notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other PersonCredit Party, any such notice being expressly waived by the Borrower and each other Credit Party to the extent not prohibited by applicable law, to set-off and apply against any indebtedness, whether matured or unmatured, of the Borrower or such indebtednessother Credit Party, obligation or liability owed as the case may be, to the Bank any amount owing from the Bank to the Borrower is contingentor such other Credit Party, absoluteas the case may be, matured at, or unmatured (it being agreed that such Lender may deem such indebtednessat any time after, obligation or liability to be then due and payable at the time happening of such setoff), and regardless any of the existence or adequacy of any collateralabove-mentioned events. To the extent not prohibited by applicable law, guaranty or any other security, the aforesaid right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off may be exercised by the Bank against the Borrower or such other Credit Party, as a Lender as provided the case may be, or against any trustee in this Section (regardless bankruptcy, custodian, debtor in possession, assignee for the benefit of whether such Participantcreditors, branchreceiver, subsidiary or affiliate would otherwise be deemed in privity with execution, judgment or a direct attachment creditor of the Borrower). The rights provided by this Section are Borrower or such other Credit Party, as the case may be, or against anyone else claiming through or against the Borrower or such other Credit Party, as the case may be, or such trustee in addition to all other rights bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off and banker's lien and all other rights and remedies which any Lender (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 Participantpetition, branchassignment for the benefit of creditors, subsidiary appointment or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equityapplication for the appointment of a receiver, or otherwiseissuance of execution, and nothing in this Agreement subpoena, order or warrant. The Bank agrees promptly to notify the Borrower after any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of such set-off or bankers' lien and application made by the Bank, provided that the failure to give such notice shall not affect the validity of any such Personset-off and application.

Set-Off. The In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of limitation of any such rights, after the applicable Maturity Date (whether by acceleration or otherwise), the Lenders and any Lender Affiliates are hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby agrees thatexpressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other Indebtedness at any time held or owing by the fullest extent permitted by Law, if Lenders or such Lender Affiliate to or for the credit or the account of any Obligation of the Borrower Parties, against and on account of the obligations and liabilities of any of the Borrower Parties to the Lenders under this Agreement, any other Loan Document 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 this Agreement, any other Loan Document or any Credit Party Interest Hedge Agreement, irrespective of whether or not (a) the Lenders shall have made any demand hereunder or (b) the Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by Section 9.2 hereof and although said obligations and liabilities, or any of them, shall be contingent or unmatured. Any sums obtained by any Lender or any Lender Affiliate shall be subject to the application of payments provisions of Article 2 hereof. Upon direction by the Administrative Agent, with the 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 Borrower Parties shall have the right, without notice to the Borrower, to exercise its set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personso directed.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, Seller hereby agrees thatgrants to Purchaser and its Affiliates a right of set-off, without prior notice to Seller, 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 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 currency, place of payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to Seller and (ii) any and all deposits (general or specified), 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, 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 fullest extent permitted it is not prohibited from doing so by Law, if applicable law. (b) Purchaser and its Affiliates are hereby authorized at any Obligation time and from time to time upon the occurrence and during the continuance of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the rightan Event of Default, without notice to the BorrowerSeller, to set-off against off, appropriate, apply and to appropriate and apply to enforce such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as against any and all items hereinabove referred to against any amounts owing to Purchaser or its Affiliates by Seller under the Transaction Documents, irrespective of whether Purchaser or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a Lender as provided sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section (regardless of whether such Participant, branch, subsidiary Article 15 shall be effective to create a charge or affiliate would otherwise other security interest. This Article 15 shall be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are without prejudice and in addition to all other rights any right of set-off and banker's off, combination of accounts, lien and all or other rights and remedies to which any Lender party is at any time otherwise entitled (or any such Participantwhether by operation of law, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, 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, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setPRIOR TO EXERCISING THEIR RIGHT OF SET-off or bankers' lien of any such PersonOFF 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. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the fullest extent permitted limited by Applicable Law, if at any Obligation time that an Event of Default exists, each member of the Borrower shall be due Lender Group and payable (each subsequent holder of the Obligations is hereby authorized by acceleration the Credit Parties at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerCredit Parties or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general or specialincluding, provisionally credited or finally creditedbut not limited to, whether or not Indebtedness evidenced by a certificate certificates of deposit) now , in each case whether matured or hereafter maintained unmatured, but not including any amounts held by any member of the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Group or any other Person shall have given notice or made a demand to the Borrower or of its Affiliates in any escrow account) and any other Person, whether such indebtedness, obligation Indebtedness at any time held or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless owing by any member of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (Group or any such Participantholder to or for the credit or the account of any Credit Party, branchagainst and on account of the obligations and liabilities of the Credit Parties, subsidiary to any member of the Lender Group or affiliate) may otherwise have any such holder under this Agreement, any other Revolving Loan DocumentNotes, at law or in equity, or otherwise, and nothing in this Agreement or 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 this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be deemed a waiver contingent or prohibition of or restriction on unmatured; provided that in the rights event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 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 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 set-off. Any sums obtained by any member of the Lender Group or bankers' lien by any subsequent holder of any such Personthe Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. The Borrower hereby agrees thatIn addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held by, provisionally credited or finally creditedand other indebtedness at any time owing by, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender to or for the credit or the account of the respective Loan Parties against any other Person shall have given notice or made a demand and all Obligations owing to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation hereunder or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law now or in equityhereafter existing, irrespective of whether or otherwise, and nothing in not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or 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 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on setoff. Each Lender agrees promptly to notify the rights of Company and the Administrative Agent after any such set-off or bankers' lien and application made by such Lender; provided that the failure to give such notice shall not affect the validity of any such Personset-off and application.

Set-Off. The In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by Borrower hereby agrees thatand each Guarantor at any time or from time to time, subject to the fullest extent permitted by Law, if any Obligation prior written consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrower, any Guarantor or to set-any other Person, any such notice being hereby expressly waived, to set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, subsequent holder, or affiliate, to or for the credit or the account of Borrower or such Guarantor, whether or not evidenced by a certificate matured, against and on account of deposit) now the Obligations of Borrower or hereafter maintained by such Guarantor to that Lender, or subsequent holder under the Borrower Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Loan Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Lender, or any other Person subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 2.15 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and regardless of (y) the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank and each of their respective Affiliates is hereby agrees thatauthorized at any time and from time to time, without prior notice to the Administrative Agent, any Loan Party or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerapplicable law, to set-set off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited or finally credited, whether or not evidenced in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or such Issuing Bank or any other Person shall have given notice such Affiliate to or made a demand to for the credit or the account of the Borrower or any other Person, whether such indebtedness, obligation or liability owed to Loan Party against any and all of the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time obligations of such setoff), and regardless of the existence Borrower or adequacy of any collateral, guaranty such Loan Party now or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have hereafter existing under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document to such Lender or such Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of such Borrower or such Loan Party may be contingent or unmatured 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, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of 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 Issuing Banks, and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on the 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 off) that such Lender or bankers' lien of such Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such Personset-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. The Borrower hereby agrees that, to the fullest extent permitted by Lawlaw, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrower, to set-off against and to appropriate and apply to such the Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation limitation, shall exist whether or not such Lender or any other Person shall have given notice or made a any demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Lawlaw, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the such Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The Borrower (a) Each Guarantor hereby agrees that, to irrevocably authorizes the fullest extent permitted by Law, if any Obligation of the Borrower shall be due Administrative Agent and payable (by acceleration or otherwise), each Lender at any time and from time to time while an Event of Default shall have the rightoccurred and be continuing, without notice to the Borrowersuch Guarantor or other Guarantor, any such notice being expressly waived by each Guarantor, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal), provisionally credited in any currency, and any other credits, indebtedness or finally creditedclaims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Administrative Agent or any other Person Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall have given notice or made a demand to the Borrower or any other Person, whether notify such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy Guarantor promptly of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of such set-off as a and the application made by the Administrative Agent or such Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights provided by of the Administrative Agent and each Lender under this Section 9.6 are in addition to all other rights and remedies (including, without limitation, other rights of set-off and banker's lien and all other rights and remedies off) which any the Administrative Agent or such Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default and during the continuance thereof, the Lenders and any assignee or participant of a Lender in accordance with Section 13.10 are hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or specialunmatured) and any other indebtedness at any time held or owing by the Lenders, provisionally credited or finally credited, any such assignee or participant to or for the credit or the account of the Borrower against and on account of the Obligations irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right Lenders shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender have made any demand under this Agreement or any of the other Person Loan Documents or (b) the Administrative Agent shall have given notice declared any or made a demand to all of the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability Obligations to be then due and payable as permitted by Section 11.2 and although such Obligations shall be contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Any amount to be set-off pursuant to Section 13.3(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 at the most favorable spot exchange rate (to the Borrower) determined by the Administrative Agent to be available to it; provided that if at the time of any such setoff)determination no such spot exchange rate can reasonably be determined, and regardless of the existence or adequacy of Administrative Agent may use any collateral, guaranty or any other security, right or remedy available reasonable method as it deems applicable to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Lawdetermine such rate, any Participant such determination to be conclusive absent manifest error. (c) Each Lender and any branchassignee or participant of such Lender in accordance with Section 13.10 are hereby authorized by the Borrower to combine currencies, subsidiary or affiliate of as deemed necessary by such Person, in order to effect any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this pursuant to Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower13.3(a). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The Borrower hereby agrees that, Subject to the fullest extent permitted provisions of subsection 10.5, in addition to any rights now or hereafter granted under applicable law and not by Lawway of limitation of any such rights, if upon the occurrence and during the continuance of any Obligation Event of Default, each of the Borrower shall be due and payable (by acceleration or otherwise)Administrative Agent, each Lender shall have the rightLender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized by Borrower at any time or from time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited or finally creditedincluding, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced by a certificate of depositincluding trust accounts) now and any other Indebtedness at any time held or hereafter maintained owing by the Borrower with Administrative Agent, such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender L/C Issuer or any other Person shall have given notice of their respective Affiliates to or made a demand to for the credit or the account of Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due against and payable at the time of such setoff), and regardless on account of the existence or adequacy obligations and liabilities of any collateral, guaranty or any other security, right or remedy available Borrower to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have Person under this Agreement, 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 Document, at law irrespective of whether or not (i) such Person shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in equityrespect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or otherwiseany of them, and nothing may be contingent or unmatured; provided, however, that notwithstanding the foregoing or anything to the contrary in this Agreement or any the other Loan Document Documents, no Non-Funding Lender shall be deemed a waiver or prohibition permitted to exercise any right of or restriction on set off unless directed to do so by the rights of set-off or bankers' lien of any such PersonAdministrative Agent.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby agrees thatauthorized by each Loan Party at any time or from time to time subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerapplicable law, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, provisional or final, general or special, provisionally credited or finally creditedincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced including trust accounts) and any other Indebtedness at any time held or owing by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender to or for the credit or the account of any other Person shall have given notice or made a demand Loan Party against and on account of the obligations and liabilities of any Loan Party to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtednesshereunder and under the other Loan Documents, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy including all claims of any collateral, guaranty nature or any other security, right description arising out of or remedy available to any Lender connected hereto or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law irrespective of whether or in equity, not (a) such Lender shall have made any demand hereunder or otherwise, and nothing in this Agreement (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Article II and although 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 Administrative Agent for further application in accordance with the provisions of Section 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 Administrative Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a waiver or prohibition statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of or restriction on the rights of set-off or bankers' lien of any such Personsetoff.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, to upon the fullest extent permitted by Lawoccurrence of an Event of Default and during the continuation thereof, if any Obligation the Administrative Agent and each of the Banks are hereby authorized by the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general or specialincluding, provisionally credited or finally creditedbut not limited to, whether or not Indebtedness evidenced by a certificate certificates of deposit, in each case whether matured or unmatured) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice Indebtedness at any time held or made a demand owing by any Bank or Administrative Agent, to or for the credit or the account of the Borrower or any other Personof its Restricted Subsidiaries, whether such indebtedness, obligation or liability owed against and on account of the obligations and liabilities of the Borrower to the Borrower is contingentBanks and the Administrative Agent, absoluteincluding, matured or unmatured (it being agreed that such Lender may deem such indebtednessbut not limited to, obligation or liability to be then due all Obligations and payable at the time of such setoff), and regardless of the existence or adequacy any other claims of any collateral, guaranty nature or any other security, right description arising out of or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity connected with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, the Notes or any other Loan Document, at law irrespective of whether (a) any Bank or in equity, Administrative Agent shall have made any demand hereunder or otherwise, (b) any Bank or Administrative Agent shall have declared the principal of and nothing in this Agreement interest on the Loans and other amounts due hereunder to be due and payable as permitted by Section 8.2 hereof and although such obligations and liabilities or any other Loan Document of them shall be deemed a waiver contingent or prohibition unmatured. Upon direction by the Administrative Agent with the consent of all of the Banks each Bank holding deposits of the Borrower or restriction on the rights any of its Restricted Subsidiaries shall exercise its set-off rights as so directed; 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 this Section 11.4, no Bank shall exercise any right of offset without the prior consent of the Majority Banks so long as the Obligations shall be secured by any real property or bankers' lien real property interest including leaseholds located in the State of California, it being understood and agreed that the provisions of this sentence are for the exclusive benefit of the Banks, may be amended, modified or waived by the Majority Banks without notice to or consent of the Borrower or any Subsidiary of the Borrower and shall not constitute a waiver of any such Personrights against the Borrower or any Subsidiary or against any Collateral.

Set-Off. The Borrower hereby agrees thatIf an Event of Default shall occur and be continuing, any Lender to the fullest extent permitted by Law, if whom any Obligation is owed, or any participant of such Lender which has agreed in writing to be bound by the Borrower shall be due provisions of Section 12.13, and payable (by acceleration any branch, Subsidiary or otherwise), each Affiliate of such Lender or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrowersuch Loan Party, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation the then unpaid balance of any nature owing to all the Loans and all other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such LenderLender or participant or by such branch, Subsidiary or Affiliate, including but not limited to all deposits funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of depositotherwise) now or hereafter maintained by the Borrower or such other Loan Party for its own account (but not including funds held in custodian or trust accounts) with such LenderLender or participant or such branch, Subsidiary or Affiliate. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such any Lender or the Agent shall have made any demand under this Agreement or any other Person shall have given notice Loan Document, whether or made a demand not such Obligation owing to or funds held for the account of the Borrower or any such other Person, whether such indebtedness, obligation Loan Party is or liability owed to the Borrower is contingent, absolute, are matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateralCollateral, guaranty Guaranty or any other security, right or remedy available to any Lender or any other Personthe Agent. The Borrower hereby agrees thatNOTWITHSTANDING THE FOREGOING, to the fullest extent permitted by LawAT ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, any Participant and any branchNO LENDER SHALL EXERCISE A RIGHT OF SETOFF, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY SECTION 13.1 OF THIS AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (regardless of whether such ParticipantPURSUANT TO SECTIONS 580a, branch580b, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE SECURED OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such PersonTHIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the fullest extent permitted limited by Applicable Law, if at any Obligation time that a Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower shall be due and payable (by acceleration Parties at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general or special, provisionally credited or finally credited, whether or not including Funded Debt evidenced by a certificate certificates of deposit) now , in each case whether matured or hereafter maintained unmatured, but not including any amounts held by any member of the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Group or any other Person shall have given notice or made a demand to the Borrower or of its Affiliates in any escrow account) and any other Person, whether such indebtedness, obligation Funded Debt at any time held or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless owing by any member of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (Group or any such Participantholder to or for the credit or the account of any Borrower Party, branchagainst and on account of the obligations and liabilities of the Borrower Parties, subsidiary to any member of the Lender Group or affiliate) may otherwise have any such holder under this Agreement, any other Revolving Loan DocumentNotes, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document and any Bank Products Documents, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be deemed a waiver contingent or prohibition unmatured. Any sums obtained by any member of the Lender Group or restriction on by any subsequent holder of the rights Obligations shall be subject to the application of set-off or bankers' lien payments provisions of any such PersonArticle 2.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender and each Issuing Bank is hereby agrees thatauthorized by each Credit Party at any 1095171012\7\AMERICAS time or from time to time, to after obtaining the fullest extent permitted by Law, if any Obligation prior written consent of the Borrower shall be due and payable Administrative Agent (by acceleration or otherwise), each Lender shall have the right, but without notice to the Borrowerany Credit Party, with any such notice being hereby expressly waived), to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender or such Issuing Bank to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or such Issuing Bank hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or thereto, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person such Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of and although such setoff)obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participantoff, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of amounts so set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed a waiver or prohibition held in trust for the benefit of or restriction on the rights of set-off or bankers' lien of any such PersonAdministrative Agent, the Issuing Banks and the Lenders.

Set-Off. The Borrower (a) Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent and each Lender is hereby agrees thatauthorized at any time and from time to time, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the Borrowerlaw, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal) at any time held and other indebtedness at any time owing by the Administrative Agent or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, provisionally credited or finally credited, irrespective of whether or not evidenced by the Administrative Agent or such Lender shall have made any demand hereunder and although such obligations may be contingent or unmatured. (b) If any Lender (a certificate “Benefited Lender”) shall at any time receive any payment of deposit) now all or hereafter maintained by part of the L/C Obligations, Loans, other Extensions of Credit or other obligations of the Borrower with to it hereunder (such Lender. Such right ’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 absolute and unconditional in 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 circumstances and, without limitation shall exist whether or not such Lender or any other Person portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall have given notice or made a demand be rescinded, and the purchase price and benefits returned, to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time extent of such setoff)recovery, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Personbut without interest. The Borrower hereby agrees thatthat each Lender so purchasing a portion of another Lender’s Borrower Obligations may exercise all rights of payment (including, to the fullest extent permitted by Lawwithout limitation, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (c) The Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off as a Lender as and application referred to in subsection (a) above; provided in this Section (regardless that the failure to give such notice shall not affect the validity of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)set-off and application. The rights provided by of the Administrative Agent and each Lender under this Section 10.04 are in addition to all other rights and remedies (including, without limitation, other rights of set-off off) which the Administrative Agent and banker's lien and all other rights and remedies which any each Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower Each Loan Party hereby agrees that, to the fullest extent permitted by Lawlaw, if an Event of Default shall occur and be continuing, and if any Obligation of the Borrower such Loan Party shall be due and payable (by acceleration or otherwise), each the Lender shall have the right, without notice to the Borrowersuch Loan Party, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to such Loan Party by the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by such Loan Party with the Borrower with such Lender. Such If an Event of Default shall occur and be continuing, such right shall be absolute and unconditional in all circumstances and, without limitation limitation, shall exist whether or not such the Lender or any other Person shall have given notice or made a any demand to the Borrower such Loan Party or any other Person, whether such indebtedness, obligation or liability owed to the Borrower such Loan Party is contingent, absolute, matured or unmatured (it being agreed that such the Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any the Lender or any other Person. The Borrower Each Loan Party hereby agrees that, to the fullest extent permitted by Lawlaw, any Participant and any branch, subsidiary or affiliate of any the Lender or any Participant shall have the same rights of set-off as a the Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrowersuch Loan Party). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any the Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the fullest extent permitted limited by Applicable Law, if at any Obligation time that an Event of Default exists, each member of the Borrower shall be due Lender Group and payable (each subsequent holder of the Obligations is hereby authorized by acceleration the Credit Parties at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerCredit Parties or to any other Person, any such notice being hereby expressly waived, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general or specialincluding, provisionally credited or finally creditedbut not limited to, whether or not Indebtedness evidenced by a certificate certificates of deposit) now , in each case whether matured or hereafter maintained unmatured, but not including any amounts held by any member of the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Group or any other Person shall have given notice or made a demand to the Borrower or of its Affiliates in any escrow account) and any other Person, whether such indebtedness, obligation Indebtedness at any time held or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless owing by any member of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (Group or any such Participantholder to or for the credit or the account of any Credit Party, branchagainst and on account of the obligations and liabilities of the Credit Parties, subsidiary to any member of the Lender Group or affiliate) may otherwise have any such holder under this Agreement, any other Revolving Loan DocumentNotes, at law or in equity, or otherwise, and nothing in this Agreement or 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 this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 8.2 and although said obligations and liabilities, or any of them, shall be deemed a waiver contingent or prohibition of or restriction on unmatured; provided that in the rights event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 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 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 set-off. Any sums obtained by any member of the Lender Group or bankers' lien by any subsequent holder of any such Personthe Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and Issuing Bank is hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall applicable Collateral Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Credit Party or to any other Person (other than Collateral Agents), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Debt evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Debt at any time held or owing by such Lender or Issuing Bank to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or Issuing Bank hereunder, the Letters of Credit, Bank Guarantees and participations therein and under the other Credit Documents, 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 any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit, Bank Guarantees or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 applicable Collateral Agent for further application in accordance with the provisions of Sections 2.17 and 2.22 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Collateral Agents, the Issuing Banks, and regardless of the existence or adequacy of any collateralLenders, guaranty or any other security, right or remedy available and (y) the Defaulting Lender shall provide promptly to any Lender or any other Person. The Borrower hereby agrees that, Collateral Agents a statement describing in reasonable detail the Credit Agreement Obligations owing to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, Issuing Bank and their respective Affiliates under this Section 10.4 are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any including other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off setoff) that such Lender, such Issuing Bank or bankers' lien of any such Persontheir respective Affiliates may have.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence and during the continuation of any Obligation Event of Default each of the Lenders and their Affiliates is hereby authorized by the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited or finally creditedincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced including trust accounts) and any other Indebtedness at any time held or owing by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such that Lender or any other Person shall have given notice Affiliate of that Lender to or made a demand to for the credit or the account of the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due against and payable at the time of such setoff), and regardless on account of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor Obligations of the Borrower). The rights provided by this Section are in addition Borrower or the Borrower to all other rights of set-off and banker's lien and all other rights and remedies which any that Lender (or any such Participant, branch, subsidiary Affiliate of that Lender) or affiliateto any other Lender (or any Affiliate of any other Lender) may otherwise have under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, 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 Document, at law irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in equity, or otherwise, and nothing in this Agreement respect of the Letters of Credit or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be deemed a waiver contingent or prohibition of or restriction on unmatured, provided that following such set off, appropriation and application, the rights of set-off or bankers' lien of any Lender taking such Personaction shall provide written notice thereof to the Borrower and the Administrative Agent.

Set-Off. The Borrower hereby agrees that, (a) In addition to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration rights now or hereafter granted under applicable law or otherwise), each Lender shall have the rightand not by way of limitation of any such rights, Seller hereby grants to Purchaser and its Affiliates a right of set-off, without notice to Seller, any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the Borrowercurrency, place 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 currency, place of payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to Seller and (ii) any and all deposits (general or specified), 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, without limitation, branches and agencies of Purchaser, wherever located). (b) Purchaser and its Affiliates are hereby authorized at any time and from time to time upon the occurrence and during the continuance of an Event of Default, without notice to Seller, to set-off against off, appropriate, apply and to appropriate and apply to enforce such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as against any and all items hereinabove referred to against any amounts owing to Purchaser or its Affiliates by Seller under the Transaction Documents, irrespective of whether Purchaser or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a Lender as provided sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section (regardless of whether such Participant, branch, subsidiary Article 15 shall be effective to create a charge or affiliate would otherwise other security interest. This Article 15 shall be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are without prejudice and in addition to all other rights any right of set-off and banker's off, combination of accounts, lien and all or other rights and remedies to which any Lender party is at any time otherwise entitled (or any such Participantwhether by operation of law, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, 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, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setPRIOR TO EXERCISING THEIR RIGHT OF SET-off or bankers' lien of any such PersonOFF 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. The Borrower hereby agrees that(a) (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise)Default, each Lender shall have the rightBank and each subsequent holder of any Note is hereby authorized by Borrower at any time or from time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now the obligations and liabilities of Borrower to that Bank or hereafter maintained by that subsequent holder under the Borrower Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender and their respective Affiliates each of is hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts (in whatever currency and other Excluded Deposit Accounts)) and any other Indebtedness at any time held or owing by such Lender to or 83 CREDIT AND GUARANTY AGREEMENT for the credit or the account of any Credit Party (in whatever currency) against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other Person amounts due hereunder shall have given notice or made a demand become due and payable pursuant to the Borrower SECTION 2 and although such obligations and liabilities, or any other Personof them, whether may be contingent or unmatured or (c) such indebtedness, obligation or liability is owed to the Borrower is contingent, absolute, matured a branch or unmatured (it being agreed that office of such Lender may deem different from the branch or office holding such indebtedness, deposit or obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such PersonIndebtedness.

Set-Off. The Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation of the Borrower shall be due (a) LENDER and payable (by acceleration or otherwise), each Lender its affiliates / group companies shall have the right, without notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such paramount right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and nature (including fixed deposit) held / balances lying in any accounts of the Borrower/s, whether in single name or joint name(s) and on any monies, securities, bonds and all other assets, documents and properties held by / under the control of LENDER and/or its group companies (whether by way of security or otherwise pursuant to any contract entered / to be entered into by the Borrower/s in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of LENDER’s or its group companies’ services extended to and/or used by the Borrower/s and/or as a result of any other facilities that 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 remedies which liability to settle all disputes / objections with any Lender such joint account holders. (b) In addition to the above mentioned right or any such Participantother right which LENDER and its group companies may at any time be entitled whether by operation of law, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, contract or otherwise, and nothing in this Agreement the Borrower authorizes LENDER: (a) to combine or consolidate at any time all or any other Loan Document shall be deemed a waiver of the accounts and liabilities of the Borrower with or prohibition to any branch of LENDER and/or its group companies; (b) to sell any of the Borrower/s’ securities or restriction on properties held by LENDER by way of public or private sale without having to institute any judicial proceeding whatsoever and retain / appropriate from the rights proceeds derived there from the total amounts outstanding to LENDER and/or its group companies from the Borrower/s, including costs and expenses in connection with such sale; and (c) in case of cross currency set-off or bankers' lien off, to convert an obligation in one currency to another currency at a rate determined at the sole discretion of any such PersonLENDER and/or its group companies.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, HOWEVER, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the 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 in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the Issuing Agent as a Bank hereunder.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, or otherwise fully matured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, the Borrower hereby agrees thatauthorizes the Administrative Agent, to the fullest extent permitted by Laweach Lender, if any Obligation each Affiliate of the Borrower shall be due Administrative Agent or any Lender, and payable (by acceleration each Participant, at any time, or otherwise)from time to time while, each Lender shall have the rightan Event of Default exists, without notice to the BorrowerBorrower 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 receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not evidenced by a certificate any or all of deposit) now the Loans and all other Obligations have been declared to be, or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances andhave otherwise become, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff)as permitted by Section 11.1, and regardless although such Obligations shall be contingent or unmatured. (b) Each Lender agrees that if it shall, by exercising any right of the existence set off or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, 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 nothing in this Agreement or 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 Document held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders and such other adjustments shall be deemed a waiver made as may be required so that all such payments of principal, interest or prohibition of or restriction on fees with respect to the rights of set-off or bankers' lien of any such PersonLoans held by the Lenders shall be shared by the Lenders pro rata according to their respective Percentages.

Set-Off. The Borrower hereby agrees that(a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise)Default, each Lender shall have the rightBank and each subsequent holder of any Note is hereby authorized by Borrower at any time or from time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, or otherwise fully matured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now the obligations and liabilities of Borrower to that Bank or hereafter maintained by that subsequent holder under the Borrower Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable Governmental Rules and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Lawconsent of Administrative Agent (such consent not to be unreasonably withheld, if any Obligation of the Borrower shall be due and payable (by acceleration conditioned or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtednessand all deposits (general or special, liability including Indebtedness evidenced by certificates of deposit, whether matured or obligation of unmatured, but not including trust accounts) and any nature other Indebtedness at any time held or owing to the Borrower by such Lender, including but not limited to all deposits (whether time LC Issuing Bank or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate Affiliate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or LC Issuing Bank to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender, LC Issuing Bank or Affiliate of such Lender or LC Issuing Bank hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Person Credit Document, irrespective of whether or not(a) such Lender, LC Issuing Bank or Affiliate of such Lender or LC Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Revolving Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.15 and 2.20 and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, LC Issuing Banks, Lenders and their respective Affiliates, and regardless of (y) Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the existence or adequacy of any collateral, guaranty or any other security, right or remedy available Obligations owing to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, each LC Issuing Bank and each of their respective Affiliates under this Section 10.4 are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any including other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off setoff) that such Lender, LC Issuing Bank or bankers' lien Affiliate of any such PersonLender or LC Issuing Bank may have.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence and during the continuation of any Obligation Event of Default each of the Lenders and their Affiliates is hereby authorized by the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal, provisionally credited or finally creditedincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced including (i) trust accounts, (ii) any asset, Security or other property right of the Borrower held solely as a fiduciary or otherwise for the benefit of another Person and (iii) any other asset, Security or account restricted by a certificate applicable law or regulation including, without limitation, Rule 15c3-3, Rule 8c-1 or Rule 15c2-1 of deposit) now or hereafter maintained the General Rules and Regulations promulgated by the Borrower with such Lender. Such right shall be absolute Commission under the Exchange Act) and unconditional in all circumstances and, without limitation shall exist whether any other Indebtedness at any time held or not such owing by that Lender or any other Person shall have given notice Affiliate of that Lender to or made a demand to for the credit or the account of the Borrower or any other Person, whether such indebtedness, obligation or liability owed to against and on account of the Obligations of the Borrower is contingent, absolute, matured or unmatured (it being agreed to that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary Affiliate of that Lender) or affiliateto any other Lender (or any Affiliate of any other Lender) may otherwise have under this Agreement, any Agreement and the other Loan DocumentDocuments, at law including all claims of any nature or in equity, description arising out of or otherwise, and nothing in connected with this Agreement or any other Loan Document Document, irrespective of whether or not (i) that Lender shall be deemed a waiver have made any demand hereunder or prohibition (ii) the principal of or restriction the interest on the rights Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided, that promptly following such set-off or bankers' lien of any off, appropriation and application, the Lender taking such Personaction shall provide written notice thereof to the Borrower.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Bank and each subsequent holder of any Note is hereby agrees that, to the fullest extent permitted authorized by Law, if any Obligation of the Borrower shall be due and payable (by acceleration at any time or otherwise), each Lender shall have the rightfrom time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now or hereafter maintained by the obligations and liabilities of the Borrower to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the 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 Bank in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by such Issuing Bank as a Bank hereunder.

Set-Off. The Borrower hereby agrees that, to the fullest extent permitted by Law, if any Obligation (a) Each of the Borrower shall be due Seller, the Purchaser, the Issuer and payable (by acceleration or otherwise), each Lender 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 rightBasic 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 applicable law and not by way of limitation of such rights, during the continuance of any Event of Default hereunder: (i) each Note Purchaser is hereby authorized at any time and from time to time, without notice to the BorrowerPurchaser or the Issuer, such notice being hereby expressly waived, to set-off any obligation owing by such Note Purchaser or any of its Affiliates to the Purchaser or the Issuer, or against and to appropriate and apply 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 Obligation any indebtedness, liability or obligation Note Purchaser under this Agreement and the other Basic Documents and irrespective of any nature owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person Note Purchaser shall have given notice made any demand hereunder or made thereunder; provided that if a demand Class B Note Purchaser elects to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, exercise its right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided pursuant to this clause (i) at any time that it is not the Controlling Note Purchaser, such Class B Note Purchaser shall pay the amount of any such set-off to the Trustee for deposit into the Collection Account for application pursuant to Section 5.7 hereof; and (ii) each Note Purchaser is hereby authorized at any time and from 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 its Affiliates to the Seller or the Servicer, or against 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 Section (regardless Agreement and the other Basic Documents and irrespective of whether or not such Participant, branch, subsidiary Note Purchaser shall have made any demand hereunder or affiliate would otherwise be deemed in privity with or thereunder; provided that if a direct creditor of the Borrower). The rights provided by this Section are in addition Class B Note Purchaser elects to all other rights exercise its right of set-off and banker's lien and all other rights and remedies which pursuant to this clause (ii) at any Lender (or time that it is not the Controlling Note Purchaser, such Class B Note Purchaser shall pay the amount of any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personto the Trustee for deposit into the Collection Account for application pursuant to Section 5.7 hereof.

Set-Off. The Borrower Borrowers hereby agrees agree that, to the fullest extent permitted by Lawlaw, if any Obligation of the any Borrower shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to the such Borrower, to set-off against and to appropriate and apply to such the Obligation any indebtedness, liability or obligation of any nature owing to the such Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the such Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation limitation, shall exist whether or not such Lender or any other Person shall have given notice or made a any demand to the such Borrower or any other Person, whether such indebtedness, obligation or liability owed to the such Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff)unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower Borrowers hereby agrees agree that, to the fullest extent permitted by Lawlaw, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the such Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Person.

Set-Off. The Borrower In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender is hereby agrees that, authorized by each Credit Party at any time or from time to time subject to the fullest extent permitted by Law, if any Obligation consent of the Borrower shall Administrative Agent (such consent not to be due and payable (by acceleration unreasonably withheld or otherwisedelayed), each Lender shall have the right, without notice to the Borrowerany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited or finally creditedincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not evidenced including trust accounts) and any other Indebtedness at any time held or owing by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the principal of or the interest on the Loans or any other Person amounts due hereunder shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then become due and payable at the time of pursuant to Section 2 and although such setoff)obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off, (x) all amounts so set off as shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 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 Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)set-off. The rights provided by of each Lender and its respective Affiliates under this Section 10.4 are in addition to all other rights and remedies (including other rights of set-off and banker's lien and all other rights and remedies which any off) that such Lender (or any such Participant, branch, subsidiary or affiliate) its respective Affiliates may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower Each Guarantor hereby agrees that, to irrevocably authorizes the fullest extent permitted by Law, if any Obligation of the Borrower shall be due Administrative Agent and payable (by acceleration or otherwise), each Lender at any time and from time to time while an Event of Default shall have the rightoccurred and be continuing, without notice to the Borrowersuch Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal), provisionally credited in any currency, and any other credits, indebtedness or finally creditedclaims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Administrative Agent or any other Person Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall have given notice or made a demand to the Borrower or any other Person, whether notify such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy Guarantor promptly of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of such set-off as a and the application made by the Administrative Agent or such Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights provided by of the Administrative Agent and each Lender under this Section 3.6 are in addition to all other rights and remedies (including, without limitation, other rights of set-off and banker's lien and all other rights and remedies off) which any the Administrative Agent or such Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower Each Guarantor hereby agrees that, to irrevocably authorizes the fullest extent permitted by Law, if any Obligation of the Borrower shall be due Administrative Agent and payable (by acceleration or otherwise), each Lender at any time and from time to time while an Event of Default shall have the rightoccurred and be continuing, without notice to the Borrowersuch Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general provisional or specialfinal), provisionally credited in any currency, and any other credits, indebtedness or finally creditedclaims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Administrative Agent or any other Person Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall have given notice or made a demand to the Borrower or any other Person, whether notify such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy Guarantor promptly of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of such set-off as a and the application made by the Administrative Agent or such Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights provided by of the Administrative Agent and each Lender under this Section 3.6 are in addition to all other rights and remedies (including, without limitation, other rights of set-off and banker's lien and all other rights and remedies off) which any the Administrative Agent or such Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default referred to in paragraph (a), (b)(i), (b)(ii)(A), (f) or (g) of Article 8, or upon any acceleration of Obligations under the fullest extent permitted by Law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise)Credit Documents pursuant to Article 8, each Lender shall have and the rightIssuing Bank is hereby authorized by each Credit Party at any time or from time to time subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than the BorrowerAdministrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender or the Issuing Bank to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or the Issuing Bank hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person the Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of pursuant to Section 2 and although such setoff)obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any other securityof them, right may be contingent or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personunmatured.

Set-Off. The Borrower hereby agrees that(a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise)Default, each Lender shall have the rightBank and each subsequent holder of any Note is hereby authorized by Borrower at any time or from time to time, without notice to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, or otherwise fully matured, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of Borrower, whether or not evidenced by a certificate matured, against and on account of deposit) now the obligations and liabilities of Borrower to that Bank or hereafter maintained by that subsequent holder under the Borrower Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with such Lender. Such right shall be absolute and unconditional in all circumstances andthe Credit Documents, without limitation shall exist irrespective of whether or not such Lender (a) that Bank or any other Person that subsequent holder shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or any the interest on the Loans or Notes and other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at the time of such setoff)pursuant to Section 8 and although said obligations and liabilities, and regardless of the existence or adequacy of any collateral, guaranty or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other securityBank a party hereto that if such Bank shall receive and retain any payment, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted whether by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien 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, however, that if any such Personpurchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.

Set-Off. The Borrower hereby agrees that, Subject to the fullest extent permitted by LawInterim Order and the Final Order, if upon the occurrence and during the continuance of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise), Default each Lender shall have the rightand each Issuing Bank is hereby authorized by each Credit Party at any time or from time to time, without notice to the Borrowerany Credit Party, any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether time or demand, general or special, provisionally credited including Indebtedness evidenced by certificates of deposit, whether matured or finally creditedunmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender or such Issuing Bank to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or such Issuing Bank hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or thereto, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person such Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time event that any Defaulting Lender shall exercise any such right of setoff, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Issuing Banks and the Lenders. 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), setoff and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personapplication.

Set-Off. The Borrower (a) In addition to any rights now or hereafter granted under the Repurchase Documents, Requirements of Law or otherwise, Seller hereby agrees thatgrants to Buyer and each Indemnified Person, to the fullest extent permitted by Law, if any Obligation secure repayment of the Borrower shall be Repurchase Obligations, a right of set-off upon any and all of the following: monies, securities, collateral or other property of Seller and any proceeds from the foregoing, now or hereafter held or received by Buyer, any Affiliate of Buyer or any Indemnified Person, for the account of Seller, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of Seller at any time existing, and any obligation owed by Buyer, any Affiliate of Buyer or any other Indemnified Person to Seller and to set—off against any Repurchase Obligations or Indebtedness owed by Seller and any Indebtedness owed by Buyer, any Affiliate of Buyer or any other Indemnified Person to Seller, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Repurchase Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer, any Affiliate of Buyer or any Indemnified Person to or for the credit of any Seller, without prejudice to Buyer’s right to recover any deficiency. Each of Buyer, each Affiliate of Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable (by acceleration Seller to Buyer or otherwise)any Indemnified Person under the Repurchase Documents, each Lender shall have the rightRepurchase Obligations or otherwise or upon the occurrence of an Event of Default, without notice to Seller or any other Repurchase Party, any such notice being expressly waived by Seller and each other Repurchase Party to the Borrowerextent permitted by any Requirements of Law, to set-—off, appropriate, apply and enforce such right of set—off against any and all items hereinabove referred to appropriate and apply to such Obligation against any indebtedness, liability or obligation of any nature amounts owing to the Borrower by such Lender, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender Buyer or any other Indemnified Person by Seller under the Repurchase Documents and the Repurchase Obligations, irrespective of whether Buyer, any Affiliate of Buyer or any Indemnified Person shall have given notice or made a any demand to under the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), Repurchase Documents and regardless of the existence any other collateral securing such amounts, and in all cases without waiver or adequacy prejudice of any collateralBuyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS, guaranty THE PLEDGED COLLATERAL OR OTHER COLLATERAL UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET—OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER. (b) Buyer or any Indemnified Person shall promptly notify Seller after any such set—off and application made by Buyer or such Indemnified Person, provided that the failure to give such notice shall not affect the validity of such set—off and application. If an amount or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant Party accounting to the other security, right Party when the amount or remedy available obligation is ascertained. Nothing in this Section 18.17 shall be effective to create a charge or other security interest. This Section 18.17 shall be without prejudice and in addition to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights right of set-off as a Lender as provided in this Section (regardless off, combination of whether such Participantaccounts, branch, subsidiary Lien or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies to which any Lender (or Party is at any such Participant, branch, subsidiary or affiliate) may time otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personentitled.

Set-Off. The Borrower hereby agrees thatIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, to upon the fullest extent permitted by Law, if occurrence and during the continuation of any Obligation Event of the Borrower shall be due and payable (by acceleration or otherwise), Default each Lender shall have the rightand each Issuing Bank is hereby authorized by each Loan Party at any time or from time to time, without notice to the Borrowerany Loan Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off against and to appropriate and to apply to such Obligation any indebtedness, liability or obligation of any nature owing to the Borrower by such Lender, including but not limited to and all deposits (whether general or special, time or demand, general including Indebtedness evidenced by certificates of deposit, whether matured or specialunmatured, provisionally credited but not including trust accounts) and any other Indebtedness at any time held or finally creditedowing by such Lender or such Issuing Bank to or for the credit or the account of any Loan Party against and on account of the obligations and liabilities of any Loan Party to such Lender or such Issuing Bank hereunder, the Letters of Credit and participations therein and under the other Financing Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Financing Document, irrespective of whether or not evidenced by a certificate of deposit(a) now or hereafter maintained by the Borrower with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation shall exist whether or not such Lender or any other Person such Issuing Bank shall have given notice made any demand hereunder or made a demand to (b) the Borrower principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then amounts due hereunder shall have become due and payable at pursuant to Section 2 (Loans and Letters of Credit) and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the time 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 Sections 2.15 (Ratable Sharing) and 2.20 (Defaulting Lenders) and, pending such setoff)payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, Issuing Banks and the Lenders, and regardless of (y) the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Defaulting Lender or any other Person. The Borrower hereby agrees that, shall provide promptly to the fullest extent permitted by Law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have Administrative Agent a statement describing in reasonable detail the same rights of set-off as a Obligations owing to such Defaulting Lender as provided in this Section (regardless to which it exercised such right of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)setoff. The rights provided by of each Lender, each Issuing Bank and their respective Affiliates under this Section 10.5 (Set Off) are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any including other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off setoff) that such Lender, Issuing Bank or bankers' lien of any such Persontheir respective Affiliates may have.

Set-Off. The Borrower (a) Upon the occurrence and during the continuance of any Event of Default, each Bank is hereby agrees thatauthorized at any time and from time to time, to the fullest extent permitted by Lawlaw, if to set off and apply any Obligation and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of any Credit Party against any and all of the Borrower obligations of the Credit Parties now or hereafter existing under any Credit Document, irrespective of whether or not such Bank shall have made any demand hereunder and although such obligations may be due and payable 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 acceleration 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 Lender such other Bank’s Credit Party Obligations, or shall have provide such other Banks with the right, without notice to the Borrower, to set-off against and to appropriate and apply to such Obligation any indebtedness, liability or obligation benefits of any nature owing to such collateral, or the Borrower by such Lenderproceeds thereof, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the Borrower with such Lender. Such right as shall be absolute and unconditional in 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 circumstances and, without limitation shall exist whether or not such Lender or any other Person shall have given notice or made a demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time portion of such setoff)excess payment or benefits is thereafter recovered from such benefited Bank, such purchase shall be rescinded, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees thatpurchase price and benefits returned, to the fullest extent permitted by Lawof such recovery, any Participant and any branchbut 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, subsidiary or affiliate of any Lender or any Participant shall have the same 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 as a Lender as and application referred to in subsection (a) above; provided in this Section (regardless that the failure to give such notice shall not affect the validity of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Borrower)set-off and application. The rights provided by of each Bank under this Section 9.04 are in addition to all other rights and remedies (including, without limitation, other rights of set-off and banker's lien and all other rights and remedies off) which any Lender (or any such Participant, branch, subsidiary or affiliate) each Bank may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers' lien of any such Personhave.