Common use of Set-Off Clause in Contracts

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its their respective Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 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 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatessuch L/C Issuer, irrespective of whether or not such Lender or Affiliate such 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatessuch L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate such 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 Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender or any of its Affiliates; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If 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, if an Event of Default shall have occurred and be continuing, with the prior written consent of the Administrative Agent, each Lender Lender, the L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the L/C Issuer or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, the L/C Issuer or Affiliate 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 contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the L/C Issuer different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the L/C Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Company, any such notice being waived by the Administrative Agent, Company to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender and their respective its Affiliates under this Section 10.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, ; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.08 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Lenders or Affiliate the Holders shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) banker's lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent of the Majority Secured Parties, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all amounts so set off shall be paid over immediately to costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the Administrative Agent for further application exercise of setoff rights provided in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after not be enforced by any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationCredit Party.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits 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 Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or its Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise beneficially owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, 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 2.12 2.13 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, providedGuaranty or any other security, that, the failure right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Party, and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLegal Requirement, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Party or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations Secured Obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Party or its AffiliatesAffiliate, irrespective of whether or not such Lender Party or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan any Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender Party or Affiliate different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the Issuing Lender, the Swingline Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender, such Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without prior notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender or any such Affiliate Secured Party to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan part thereof in such amounts as the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and provisions of the Credit Agreement, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the other Loan Documents and claims of every nature and description of the Borrower Collateral Agent or such Loan Secured Party now or hereafter existing against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document Document, as the Collateral Agent or such Secured Party may elect, subject in all respects to such Lender or its Affiliatesthe terms and provisions of the Credit Agreement, irrespective of whether or not the Collateral Agent or such Lender or Affiliate shall have Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Collateral Agent or are owed to a branch office or Affiliate the applicable Secured Party shall notify such Subsidiary Guarantor promptly of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative application made by the Collateral Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Secured Party 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. 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) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to the terms and provisions of the Credit Agreement.

Set-Off. If an (a) During the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and deposits or other sums credited by or due from time to time, after obtaining the prior written consent any of the Administrative Agent, Banks to the fullest extent permitted by applicable law, to set off Borrower and apply any and all deposits (general securities or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account property of the Borrower in the possession of any such Bank may be applied to or any other Loan Party set off by such Bank against any and all the payment of the obligations Obligations. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliateswhether by voluntary payment, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations exercise of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions counterclaim, cross action, or enforcement of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail claim based on the Obligations owing to such Defaulting Lender Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to which it exercised its proportionate payment as contemplated by this Agreement; provided that if all or any part of such right excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of setoffsuch recovery, but without interest. (b) The Borrower authorizes the Agent and the Custodian to charge and/or set off against any deposit account or other account maintained with either the Agent or the Custodian on behalf of the Borrower and, in the case of the Agent, apply the proceeds thereof against repayment of any unpaid Obligations, or, in the case of the Custodian, remit the proceeds thereof to the Agent to be applied against repayment of any such unpaid Obligations. The rights In addition, the Custodian is hereby directed by the Borrower to dispose of each Lender the Borrower’s assets as selected by the Investment Adviser to the extent necessary to repay all amounts due to the Banks from the Borrower to the extent that the Obligations have not been paid when due or if an Event of Default has occurred and their respective Affiliates under this Section are in addition is continuing and the Obligations have been accelerated. If the Investment Adviser does not select a sufficient amount of assets of the Borrower to other rights repay all amounts due to the Banks from the Borrower within a reasonable time, the Custodian is hereby directed by the Borrower, upon the request of the Agent and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees upon one day’s prior written notice to notify the Borrower and the Administrative Agent promptly after Investment Adviser, to dispose of the Borrower’s assets to the extent necessary to repay all amounts due to the Banks from the Borrower. The foregoing shall be deemed to be continuing and irrevocable “proper instructions” to the Custodian for all purposes under the Custody Agreement. The foregoing shall be in addition to any such setoff other rights or remedies the Bank and application, provided, that, the failure to give such notice shall not affect Custodian may have against the validity Borrower following the occurrence of such setoff and applicationan Event of Default hereunder.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender or any such Affiliate Secured Party to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan part thereof in such amounts as the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and provisions of the Credit Agreement, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the other Loan Documents and claims of every nature and description of the Borrower Collateral Agent or such Loan Secured Party now or hereafter existing against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document or otherwise, as the Collateral Agent or such Secured Party may elect, subject in all respects to such Lender or its Affiliatesthe terms and provisions of the Credit Agreement, irrespective of whether or not the Collateral Agent or such Lender or Affiliate shall have Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Collateral Agent or are owed to a branch office or Affiliate the applicable Secured Party shall notify such Subsidiary Guarantor promptly of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative application made by the Collateral Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Secured Party 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. 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) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to the terms and provisions of the Credit Agreement.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 17. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y 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 17 shall have occurred be effective to create a charge or other security interest. This Section 17 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, ▇▇▇▇▇▇ agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an 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 shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written 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 Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (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 Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each any Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations indebtedness (in whatever currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat (i)(a) the obligations of Foreign Subsidiaries that become Designated Borrowers are several and not joint, and (b) no Lender shall exercise any rights under this Section 11.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, ; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event In addition to any rights and remedies of Default Buyer hereunder and by law, Buyer shall have occurred and be continuingthe right, without prior notice to any Seller Party, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Seller Party to the fullest extent permitted by applicable law, law to set off and appropriate and apply against any Obligation from any Seller Party or any Affiliate thereof to Buyer or any of its Affiliates any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender or due from Buyer or any such Affiliate thereof to or for the credit or the account of the Borrower any Seller Party or any other Loan Party against Affiliate thereof. Buyer may set-off cash, the proceeds of the liquidation of any Repurchase Assets and all other sums or obligations owed by Buyer or its Affiliates to a Seller Party or its Affiliates against all of the Seller Party’s or its Affiliate’s obligations of the Borrower to Buyer or such Loan Party now or hereafter existing its Affiliates, whether under this Agreement or under any other Loan Document to such Lender agreement between the parties or between a Seller Party or its AffiliatesAffiliate and Buyer and any Affiliate of Buyer, irrespective of or otherwise, whether or not such Lender obligations are then due, without prejudice to Buyer’s or Affiliate shall have made its Affiliate’s right to recover any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide deficiency. Buyer agrees promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly Seller Parties after any such setoff set-off and application, provided, that, application made by Buyer; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default or Default has occurred.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all of the obligations of the Borrower Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or its the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the Issuing Bank different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits 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 Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or its Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise beneficially owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, 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 applicable Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the applicable Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the applicable Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, providedGuaranty or any other security, that, the failure right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the L/C Issuers, the Swing Line Lender and the Lenders other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Set-Off. If an Event (a) In addition to any rights and remedies of Default shall have occurred the Bank provided by law, upon the occurrence and be continuingduring the continuance of any event of default under this Agreement, each Lender and each of their respective Affiliates the Bank is hereby authorized authorized, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank or its affiliates against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by few. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall net effect the validity of such set-off and application. (c) For the purposes of this paragraph, “Deposits” means any deposits (general genera] or special, time or demand, provisional or final, in whatever currencyindividual or Joint) at as well as any time held and money, instruments, securities, credits, claims, demands, income or other obligations (in whatever currency) at any time owing property, rights or interests owned by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all Obligor which come into the possession or custody or under the control of the obligations Bank or its affiliates. “Obligations” means all obligations, now or hereafter existing, of the Borrower or such Loan Party now or hereafter existing to the Bank under this Agreement or and under any other Loan Document to such Lender agreement or its Affiliatesinstrument executed in connection with this Agreement, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such the obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions Bank of Section 2.12 andany Obligor, pending such paymentTO THE EXTENT PERMITTED BY LAW, 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. 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS ARE HEREBY VOLUNTARILY, providedINTENTIONALLY, that, the failure to give such notice shall not affect the validity of such setoff and applicationAND IRREVOCABLY WAIVED.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Lender, the Swingline Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, subject to Section 2.10(b), to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Lender, the Swingline Lender, or any such Affiliate to or for the credit or the account of the Borrower Company or any other Loan Credit Party against any and all of the obligations of the Borrower Company or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Lender, or its Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender, or the Swingline Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender, or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 4.14 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 Agent, the Issuing Lenders, the Swingline Lender, and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Lender, the Swingline Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Lender, the Swingline Lender, or their respective Affiliates may have. Each Lender Lender, each Issuing Lender, and the Swingline Lender, agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and 11.1.1 The Borrower irrevocably authorises each of their respective Affiliates is hereby authorized the Lender Finance Parties at any time after all or any part of the Lender Indebtedness shall have become due and payable to set off any liability of the Borrower to any of the Lender Finance Parties (whether present or future, actual or contingent, and irrespective of the branch or office, currency or place of payment) against any credit balance from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply time standing on any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower (whether current or otherwise and whether or not subject to notice) with any other Loan Party against branch of any and all of the obligations Lender Finance Parties in or towards satisfaction of the Lender Indebtedness and, in the name of that Lender Finance Party or the Borrower, to do all acts (including, without limitation, converting or exchanging any currency) and execute all documents which may be required to effect such application. The relevant Lender Finance Party will notify the Borrower forthwith upon the exercise or purported exercise of any rights under this clause 11.1. 11.1.2 For such Loan purposes, each Lender Finance Party now is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application. No Lender Finance Party shall be obliged to exercise any right given to it by this clause 11. 1. The Lender Finance Party shall notify the Borrower forthwith upon the exercise or hereafter existing purported exercise of any right of set-off giving full details in relation thereto. 11.1.3 Without prejudice to their rights hereunder and/or under any of the Swap Agreements, the Swap Providers may at the same time as, or at any time after, any Event of Default under this Agreement or the Borrower’s default under any other Loan Document of the Swap Agreements set-off any amount due now or in the future from the Borrower to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand the Swap Providers under this Agreement or against any other Loan Document and although such obligations amount due from the Swap Providers to the Borrower under any of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate Swap Agreements and apply the first amount in discharging the second amount. The effect of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off under this clause 11.1.3 shall be paid over immediately effective to extinguish or, as the Administrative Agent for further application in accordance with case may require, reduce the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit liabilities of the Administrative Agent and Swap Providers under any of the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSwap Agreements.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each any Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) Indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatessuch Affiliate hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or denominated in a currency different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an 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 shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by each Specified Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Specified Credit Party or to any other Person (other than the Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Specified Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Specified Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (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 Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an During the continuance of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent acceleration of the Administrative AgentObligations, any deposits or other sums credited by or due from any of the Banks to a Borrower, and any securities or other property of a Borrower in the possession of such Bank (except to the fullest extent permitted by applicable law, such Bank is holding any securities or other assets of such Borrower in its capacity as custodian of such Borrower) may be applied to or set off by such Bank against the payment of any of the Obligations, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank. Each Bank agrees with each other Bank that if such Bank shall receive from a Borrower whether by voluntary payment, exercise of the right of set off, counterclaim, cross action, or enforcement of a claim based on the Obligations of such Borrower owing to such Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account payment of the Obligations of such Borrower or owing to such Bank (a “Benefited Bank”) any other Loan Party against any and amount in excess of its ratable portion of the payments received by all of the obligations Banks with respect to the Obligations of such Borrower 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, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations of such Borrower or such Loan Party now or hereafter existing under owing to it its proportionate payment as contemplated by this Agreement Agreement; provided that if all or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate part of such Lender different excess payment is thereafter recovered from the branch office or Affiliate holding such deposit or obligated on Bank, such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 2.12 andsuch recovery, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of but without interest. Each Bank agrees to notify 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. 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 to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and or application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and or application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, the L/C Issuer or such Affiliate 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 contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the L/C Issuer different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized may at any time and from time to time, after obtaining without notice to Borrower but subject to the prior written consent provisions of Section 8.3 hereof (any requirement for such notice being expressly waived by Borrower), setoff and apply against any and all of the Administrative obligations of Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or and any other Loan Party against any and all property of the obligations Borrower from time to time in possession of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such deposits held or indebtedness owing by such Lender or Affiliate 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 contingent and unmatured and regardless of whether any Collateral then held by Agent or unmatured or are owed any Lender is adequate to a branch office or Affiliate of cover the Indebtedness. Promptly following any such setoff, such Lender different from shall give written notice to Agent and Borrower of the branch office or Affiliate holding such deposit or obligated on such indebtednessoccurrence thereof; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 8.4 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 Agent, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. Borrower hereby grants to the Lenders and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of Borrower under this Agreement. The rights of each Lender and their respective Affiliates under this Section 7.6 are in addition to the other rights and remedies (including including, without limitation, other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and Secured Party, together with each of their respective Affiliates its Affiliates, is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentAgent in accordance with Section 8.02, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by Parent, Holdings and each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other obligations Indebtedness (in whatever any currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Secured Party hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender or Affiliate different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Lenders, and (y) the such Defaulting Lender or Affiliate thereof shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate as to which it exercised such right of setoffset-off. Each Secured Party agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Secured Party or any of its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any and such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSecured Party may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Lender, the Swingline Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Lender, the Swingline Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Lender, or its Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender, or the Swingline Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender, or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 4.14 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 Agent, the Issuing Lenders, the Swingline Lender, and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Lender, the Swingline Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Lender, the Swingline Lender, or their respective Affiliates may have. Each Lender Lender, each Issuing Lender, and the Swingline Lender, agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event The Borrower hereby agrees that if any Loan Obligation of Default the Borrower shall have occurred be due and be continuingpayable (by acceleration or otherwise), each Lender Party shall have the right, without notice to the Borrower, to set-off against and each to appropriate and apply to such Loan Obligation any obligation of their respective Affiliates any nature owing to the Borrower by such Lender Party, including 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 Party. Such right shall be absolute and unconditional in all circumstances and shall exist whether or not such Lender Party or any other Person shall have given notice or made any demand to the Borrower or any other Person, whether such obligation owed to the Borrower is hereby authorized contingent, absolute, matured or unmatured (it being agreed that such Lender Party may deem such obligation to be then due and payable at any the time of such setoff), and from time to time, after obtaining the prior written consent regardless of the Administrative Agentexistence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender Party or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by applicable law, to set off any Participant and apply any and all deposits (general branch, subsidiary or special, time or demand, provisional or final, in whatever currency) at affiliate of any time held and other obligations (in whatever currency) at any time owing by such Lender Party or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such Affiliate to Participant, branch, subsidiary or for the credit affiliate would otherwise be deemed in privity with or the account a direct creditor of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower). The rights of each Lender and their respective Affiliates under 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 Party (including 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 Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setoff) that such Lender set-off or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after bankers' lien of any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationPerson.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section ‎16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y 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 ‎16 shall have occurred be effective to create a charge or other security interest. This Section ‎16 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Dealer agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Loans have occurred and be continuingbeen accelerated, each Lender Lender, each Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agentnotice to any Borrower, any such notice being waived by each Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits held in a trustee, in whatever currencyfiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, such Issuer or any such Affiliate to or for the credit or the account of the such Borrower or any other Loan Party against any and all of the obligations of the Borrower Obligations owing to such Lender, such Issuer or such Loan Party Affiliate, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Agent, such Lender or Affiliate such Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Obligations may be denominated in a different currency, contingent or unmatured. Each Lender and each Issuer agrees promptly to notify the Borrower Company and the Agent after any such set-off and application made by such Lender, such Issuer or such Loan Party may be contingent or unmatured or are owed Affiliate; provided, that, the failure to a branch office or Affiliate give such notice shall not affect the validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessset-off and application; provided, further, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 3.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and Agent, the Lenders and the Issuers, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, continuing and each Lender and each of their respective Affiliates and branches is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, 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 applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or branch to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not (a) such Lender or Affiliate 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 other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 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 Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates or branches may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe Issuing Lender, irrespective of whether or not such Lender or Affiliate the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the Issuing Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF PARENT OR ANY SUBSIDIARY OF PARENT HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agentnotice to any Borrower, any such prior notice being waived by each Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations constituting a payment obligation owing to such Lender or its Affiliatestheir respective Affiliates hereunder or under any other Credit Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtednessobligation; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, regardless of the adequacy of any Collateral, upon the occurrence and during the continuation of any Event of Default shall have occurred and be continuing, each Lender and each of the Lenders and their respective Affiliates is hereby authorized by Company at any time and or from time to time, after obtaining the prior written consent of the without notice to Company or to any other Person (other than Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencyincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such that Lender or any such Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Borrower Obligations of Company or any other Loan Party against to that Lender (or any and all Affiliate of the obligations of the Borrower or such Loan Party now or hereafter existing that Lender) under this Agreement 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 to such Lender or its AffiliatesDocument, irrespective of whether or not such (i) that Lender or Affiliate shall have made any demand under this Agreement hereunder or (ii) the principal of or the interest on the Loans or any amounts in 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 such said obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section subsection 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each 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 the Issuing Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give any such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to Section 10.01(1) of the Credit Agreement shall have occurred and be continuing, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender or any such Affiliate to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent or such Lender hereunder and under the Loan Documents and claims of every nature and description of the Borrower Administrative Agent or such Loan Party now or hereafter existing Lender against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lender or its Affiliatesmay elect, irrespective of whether or not such the Administrative Agent or any Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed unmatured; provided that no amounts set off with respect to a branch office or Affiliate any Subsidiary Guarantor shall be applied to any Excluded Swap Obligations of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Subsidiary Guarantor. The Administrative Agent and each Lender shall exercise notify such Subsidiary Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an 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 shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Lessee at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentLessee or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower Lessee against and on account of the obligations of the Lessee under the Operative Agreements irrespective of whether or not (a) the Lenders or the Holders shall have made any other Loan Party against demand under any and Operative Agreement or (b) the Agent shall have declared any or all of the obligations of the Borrower or such Loan Party now or hereafter existing Lessee under this Agreement or any other Loan Document the Operative Agreements to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) banker's lien, or the like, against any deposit account or property of the Lessee held by the Agent or any other Financing Party, without the prior written consent of the Majority Secured Parties, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all amounts so set off shall be paid over immediately to costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the Administrative Agent for further application exercise of setoff rights provided in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties and (y) may not be enforced by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationLessee.

Set-Off. If an 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 shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, each L/C Issuer and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the L/C Issuers and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an 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 shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by each Specified Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Specified Credit Party or to any other Person (other than the Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Specified Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Specified Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (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 Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If Each Loan Party hereby grants the Agent and each Lender, a continuing lien, security interest and right of setoff as security for all Lender Obligations (other than Unasserted Lender Obligations), whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Agent or any Lender or any entity under the control of or common control with such Agent or Lender and their successors and assigns or in transit to any of them, provided such rights may be exercised only while an Event of Default shall have has occurred and be is continuing. At any time upon the occurrence and during the continuance of an Event of Default, without demand or notice except as required hereby in connection with an Event of Default (any such other notice being expressly waived by each Loan Party), the Agent and each Lender may setoff the same or any part thereof and each apply the same to any liability or obligation of their respective Affiliates is hereby authorized at any time Borrower and from time to time, after obtaining the prior written consent any Guarantor even though unmatured and regardless of the Administrative Agentadequacy of any other collateral securing the Lender Obligations. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LENDER OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Notwithstanding anything to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general contrary contained herein or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of Documents, the obligations of the Borrower or such Loan Party now or hereafter existing under rights specified in this Agreement or any other Loan Document Section 2.12 shall not apply to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, Excluded Collateral (as defined 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSecurity Agreement).

Set-Off. If Upon an Event event of Default shall have occurred and be continuingdefault by Purchaser hereunder, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to and not in limitation of any other rights and remedies right or remedy under contract or applicable law (including any right to set-off, counterclaim, suspend performance or otherwise withhold payment, combination of accounts, lien or other rights right howsoever arising), Seller may at its option: (1) set-off, against any amounts due to Purchaser under any Netted Agreement: (a) any amounts due from Purchaser under any Netted Agreement, or (b) any amounts due any Affiliate of setoffSeller from Purchaser under any present or future contract or agreement between Purchaser and any Affiliate of Seller (each an “Affiliate Netted Agreement”), and (2) set-off or cause the setoff against any amounts due from Purchaser under any Netted Agreement: (a) any amounts due to Purchaser under any Netted Agreement, or (b) any amounts due to Purchaser from any Affiliate of Seller under any Affiliate Netted Agreement. If any obligation is unliquidated, Purchaser or its Affiliate, as applicable, may in good faith, estimate that such Lender or their respective Affiliates may haveobligation and setoff in respect of the estimate, subject to accounting when the obligation is liquidated. Each Lender agrees to notify the Borrower and the Administrative Agent promptly Seller shall give Purchaser written notice after any such setoff and applicationset-off, provided, that, the but failure to give such notice shall not affect the validity of such setoff and applicationthe set-off. Any letters of credit, performance assurance, cash pledged or other property provided or in which a security interest is now or hereafter granted by Purchaser to Seller under any Netted Agreement shall also secure the obligations of Purchaser to Seller arising under any other Netted Agreements. Any Open Access Transmission Tariff interconnection, transmission service or other agreement with Seller acting in its regulated transmission or retail power delivery function shall not be a Netted Agreement or Affiliate Netted Agreement. Notwithstanding anything to the contrary herein, in no way shall any provision hereof be applied to cause Seller acting in its regulated transmission or retail power delivery function to have any liability to any person or entity in excess of the amounts to which its liability is limited pursuant to its applicable tariffs.

Set-Off. If an 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 shall have occurred and be continuing, each Lender and each of their respective Affiliates Issuing Bank is hereby authorized by each Borrower at any time and or from time to time, after obtaining the prior written consent of the Administrative Agentwithout notice to any Borrower, to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate Issuing Bank to or for the credit or the account of the any Borrower or any other Loan Party against any and all on account of the obligations and liabilities of the any Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatessuch 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 (a) such Lender or Affiliate such Issuing Bank shall have made any demand under this Agreement 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 Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders Revolving Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each 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 Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of Lender provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and Default, to be continuingpaid any amounts due to it under any Loan Document, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its their respective Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Purchaser and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate to or for the credit or the account of the Borrower Issuer or any other Loan Credit Party against any and all of the obligations of the Borrower Issuer or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Note Document to such Lender Purchaser or its Affiliates, irrespective of whether or not such Lender Purchaser or Affiliate shall have made any demand under this Agreement or any other Loan Note Document and although such obligations of the Borrower Issuer or such Loan Credit Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender Purchaser different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender Purchaser 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Purchasers and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender Purchaser and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Purchaser or their respective Affiliates may have. Each Lender Purchaser agrees to notify the Borrower Issuer and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event Each Loan Party hereby gives and confirms to each Bank a right of Default shall have occurred set-off of all moneys, securities and other property of such Loan Party (whether special, general or limited) and the proceeds thereof, now or hereafter delivered to remain with or in transit in any manner to such Bank, its Affiliates, correspondents or agents from or for such Loan Party, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of such Bank, its Affiliates, correspondents or agents in any way, and also, any balance of any deposit accounts and credits of such Loan Party with, and any and all claims of security for the payment of the Loans and of all other liabilities and obligations now or hereafter owed by any Loan Party to such Bank, contracted with or acquired by such Bank, whether such liabilities and obligations be continuingjoint, each Lender several, absolute, contingent, secured, unsecured, matured or unmatured, and each of their respective Affiliates is Loan Party hereby authorized authorizes each Bank, its Affiliates, correspondents or agents at any time and from time or times, without prior notice, to timeapply such money, after obtaining the prior written consent securities, other property, proceeds, balances, credits of claims, or any part of the Administrative Agentforegoing, to the fullest extent permitted by applicable lawsuch liabilities in such amounts as it may select, to set off and apply any and all deposits (general or specialwhether such liabilities be contingent, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office otherwise, and whether any collateral security therefor is deemed adequate or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessnot; provided, that, provided that in the event that any Defaulting Lender Bank 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 2.12 2.16 (Defaulting Banks) and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are described herein shall be in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationcollateral security, providedif any, that, the failure to give such notice shall not affect the validity of such setoff and applicationdescribed in any separate agreement executed by any Loan Party.

Set-Off. 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 authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, 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 applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatessuch Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate 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 the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the Issuing Banks, and the Lenders Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective such Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is are hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, by each Credit Party (to the fullest extent permitted by applicable law) at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party (in whatever currency) against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party (now or hereafter existing under this Agreement or any other Loan Document Credit Document) to such Lender under any Credit Document, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Credit Document, (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 the Borrower or such Loan Party them, may be contingent or unmatured or are (c) such obligation or liability is owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on obligation or such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffIndebtedness. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section 10.04 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender agrees Any Person exercising rights of set-off under this Section 10.04 shall use its reasonable efforts to notify provide to the Borrower Representative and the Administrative Agent promptly after any prompt notice of the exercise of such setoff and application, rights; provided, thathowever, the failure of such Person to give provide such notice shall not in any manner affect the validity of such setoff and applicationaction.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by this Agreement and by law, the Lender shall have occurred and be continuingthe right, without prior notice to any Borrower, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Borrower to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Lender or any such Affiliate thereof to or for the credit or the account of such Borrower. Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s or any Repurchase Party's obligations to the Lender or its Affiliates under this Agreement with respect to such Borrower or the Repo Agreement with respect to such Repurchase Party or under any other agreement between the parties or between any Borrower or any other Loan Repurchase Party against and any and all affiliate of the obligations of the Borrower Lender, or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of otherwise whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthen due, 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 without prejudice to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender’s or its Affiliate’s right to recover any deficiency. 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 agrees promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of notify Borrowers and 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 to notify the Borrower and the Administrative Agent promptly Repurchase Party after any such setoff set-off and application, provided, that, application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but in any event, excluding Excluded Assets) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender Lender, or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Lender, such Issuing Bank or its their respective Affiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender of the Lenders and the Issuing Banks agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y 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 16 shall have occurred be effective to create a charge or other security interest. This Section 16 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, ▇▇▇▇▇▇ agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Purchaser and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate to or for the credit or the account of the Borrower Issuer or any other Loan Credit Party against any and all of the obligations of the Borrower Issuer or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Note Document to such Lender Purchaser or its Affiliates, irrespective of whether or not such Lender Purchaser or Affiliate shall have made any demand under this Agreement or any other Loan Note Document and although such obligations of the Borrower Issuer or such Loan Credit Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender Purchaser different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender Purchaser 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Purchasers and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender Purchaser and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Purchaser or their respective Affiliates may have. Each Lender Purchaser agrees to notify the Borrower Issuer and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat (i) no Lender shall exercise any rights under this Section 10.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 10.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, ; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, if an Event of Default shall have has occurred and be is continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written 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 Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (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 Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 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 Lenders, and (y2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each The Borrower hereby irrevocably authorizes the Lender and each of their respective Affiliates is hereby authorized at any time and from time to timetime without notice to the Borrower, after obtaining any such notice being expressly waived by the prior written consent of the Administrative AgentBorrower, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), credits, indebtedness or claims, in whatever any currency) , in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Lender or any such Affiliate thereof to or for the credit or the account of the Borrower, or any part thereof in such amounts as Lender may elect, against and on account of the obligations and liabilities of the Borrower to Lender hereunder and claims of every nature and description of Lender against Borrower, in any currency, whether arising hereunder, under the Loan Agreement, or under any other Loan Party against Document, as Lender may elect, whether or not Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Lender may set-off cash, the proceeds of the liquidation of any Facility Collateral and all other sums or obligations owed by the Lender or its Affiliates to Borrower against all of Borrower’s obligations to the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether under this Loan Agreement or under any other agreement with the Borrower, or otherwise, whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthen due, 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 without prejudice to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from Lender’s or 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 Affiliate’s right 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 setoffrecover any deficiency. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including without limitation, other rights of setoffset-off) that such which Lender or their respective Affiliates may have. Each Upon the occurrence of an Event of Default, the Lender agrees shall have the right to notify cause liquidation, termination or acceleration to the extent of any assets pledged by the Borrower and the Administrative Agent promptly after to secure its Obligations hereunder or under any such setoff and application, provided, thatother agreement to which this Section 10.16 applies. For greater certainty, the failure to give such notice shall Lender will not affect exercise the validity rights of such setoff and applicationset off provided for in this Section 10.16 in respect of Obligations that are not past-due.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by this Agreement and by law, the Lender shall have occurred and be continuingthe right, each Lender and each of their respective Affiliates is hereby authorized at without prior notice to Borrowers, any time and from time to time, after obtaining the prior written consent of the Administrative Agent, such notice being expressly waived by Borrowers to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Lender or any such Affiliate thereof to or for the credit or the account of any Borrower. Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s or any Repurchase Party’s obligations to the Lender or its Affiliates under this Loan Agreement with respect to a Borrower or any Citi Repurchase Facility with respect to such Repurchase Party or under any other Loan agreement between the parties or between Borrower or any Repurchase Party against and any and all affiliate of the obligations of the Borrower Lender, or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of otherwise whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthen due, 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 without prejudice to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender’s or its Affiliate’s right to recover any deficiency. 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 agrees promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly each Repurchase Party after any such setoff set-off and application, provided, that, application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, if an Event of Default shall have has occurred and be is continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written 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 Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (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 Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatesthe L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate 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 Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender or any of its Affiliates; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Loans have occurred and be continuingbeen accelerated, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits held in whatever currencya trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations and/or Guaranteed Obligations owing to such Lender or its Affiliatessuch Affiliate, now or hereafter existing, irrespective of whether or not the Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Obligations and/or Guaranteed Obligations may be denominated in a different currency, contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender or such Loan Party may be contingent or unmatured or are owed Affiliate; provided that the failure to a branch office or Affiliate give such notice shall not affect the validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessset-off and application; and provided, thatfurther, 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 2.12 3.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations and/or Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 and continuance of any Lease Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, during the continuance thereof (but only after obtaining the prior written consent of the Administrative AgentMajority Credit Lenders, the Majority Mortgage Lenders and the Lessor) the Credit Lenders, the Mortgage Lenders, the Lessor and their respective Affiliates and any assignee or participant of any Mortgage Lender, any Credit Lender or the Lessor in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time or from time to time, without notice to the Credit Parties or to any other Person (subject to the above requirement to obtain the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, set‑off and to set off appropriate and to apply any and all deposits (general or special, time or demand, provisional including indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Mortgage Lender, such Credit Lender, the Lessor, their respective Affiliates or any assignee or participant of such Credit Lender, such Mortgage Lender or any such Affiliate the Lessor in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, Operative Agreements irrespective of whether or not (a) such Credit Lender, such Mortgage Lender or Affiliate the Lessor shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, no Credit Lender, Mortgage Lender or are owed the Lessor shall exercise, or attempt to a branch office exercise, any right of set-off, banker’s lien, or Affiliate the like, against any deposit account or property of such any Credit Party held by any Credit Lender, any Mortgage Lender different or the Lessor, without the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise of set-off rights provided in the foregoing sentence is solely for the benefit of the Financing Parties and may not be enforced by any Credit Party. In addition to the foregoing, thatand not in limitation thereof, in the event that any Defaulting Credit Lender or any Defaulting Mortgage Lender shall exercise any such right of setoffset-off, but only after obtaining the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.3(c) of the Credit Loan Agreement and Section 2.3(c) of the Mortgage Loan Agreement, respectively, and, pending such payment, shall be segregated by such Defaulting Credit Lender or Defaulting Mortgage Lender, respectively, from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders other Secured Parties and (yb) the applicable Defaulting Credit Lender or Defaulting Mortgage Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations secured obligations owing to such Defaulting Lender entity as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationset-off.

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, regardless of the adequacy of any Collateral, upon the occurrence and during the continuation of any Event of Default shall have occurred and be continuing, each Lender and each of the Lenders and their respective Affiliates is hereby authorized by Company at any time and or from time to time, after obtaining the prior written consent of the without notice to Company or to any other Person (other than Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencyincluding Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such that Lender or any such Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Borrower Obligations of Company or any other Loan Party against to that Lender (or any and all Affiliate of the obligations of the Borrower or such Loan Party now or hereafter existing that Lender) under this Agreement 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 to such Lender or its AffiliatesDocument, irrespective of whether or not such (i) that Lender or Affiliate shall have made any demand under this Agreement hereunder or (ii) the principal of or the interest on the Loans or any amounts in 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 such said obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section subsection 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized authorized, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, such L/C Issuer or any such Affiliate to to, or for the credit or the account of the Borrower or of, any other Loan Party against any and all of the obligations of the Borrower or such any Loan Party now or hereafter existing under this Agreement or any other Loan Document Document, to such Lender or its the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, such L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document Document, and although such obligations of the Borrower or such Loan Party Parties may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, : (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the L/C Issuers and the Lenders Lenders; and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender of the Lenders and the L/C Issuers agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by law, the Lender shall have occurred and be continuingthe right, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agent, notice to the fullest Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, to set off and apply upon the filing of a petition under any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated the federal bankruptcy act or amendments thereto by such Defaulting Lender from its other funds and deemed held in trust or against; the making of an assignment for the benefit of creditors by; the Administrative Agent application for the appointment, or the appointment, of any receiver of any of the property of; the issuance of any execution against any of the property of; the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any of the property of; or the issuance of a warrant of attachment against any of the property of; the Borrowers, to set-off and apply against any indebtedness, whether matured or unmatured, of the Borrowers to the Lender, any amount owing from the Lender to the Borrowers, at or at any time after, the happening of any of the above mentioned events, and the Lenders and (y) aforesaid right of set-off may be exercised by the Defaulting Lender shall provide promptly to against the Administrative Agent a statement describing Borrowers or against any trustee in reasonable detail bankruptcy, debtor in possession, assignee for the Obligations owing to benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrowers, or against anyone else claiming through or against the Borrowers or such Defaulting Lender as to which it exercised trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of setoffset-off shall not have been exercised by the Lender prior to the making, filing or issuance, or service upon the Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. 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 promptly Borrowers after any such setoff set-off and application, application made by the Lender; provided, that, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates Secured Party is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Guarantor, any such notice being waived by the Guarantor to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency) ), other than deposits in fiduciary accounts as to which a Guarantor is acting as fiduciary for another Person who is not a Guarantor, at any time held by, and other obligations Indebtedness (in whatever any currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Guarantors against any and all of the obligations of the Borrower Primary Obligations owing to such Secured Party hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not such Lender Agent or Affiliate such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Primary Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender Secured Party different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Secured Party that is a Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 of the Credit 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 and the Lenders and other Secured Parties, (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Primary Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the applicable Guarantor and the Administrative Agent after any such set-off and application made by such Secured Party, and (z) to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates 84028927_4 Secured Party under this Section 5.6 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 to notify the Borrower and the Administrative Agent promptly after any and such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSecured Party may have.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized by each Loan Party at any time and or from time to time, after obtaining time subject to the prior written 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 applicable lawLaw, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencygeneral or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of any Loan Party against and on account of the Borrower obligations and liabilities of any Loan Party to such Lender hereunder, and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, or with any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesDocument, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (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 the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.20(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agents and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 10.04 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event Without limiting any other right of Default shall have occurred Agent or any Lender, whenever Agent or any Lender has the right to declare any Indebtedness to be immediately due and be continuingpayable (whether or not it has so declared), each Lender and each of their respective Affiliates is hereby authorized Agent or any such Lender, at any time and from time to timeits sole election, after obtaining may set-off against the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply Indebtedness any and all deposits (general monies then or special, time thereafter owed to Debtor by Agent or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or in any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatescapacity, irrespective of whether or not the Indebtedness or the obligation to pay such monies owed by Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document is then due, and although such obligations of the Borrower Agent or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately deemed to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent 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 have exercised such right of setoff. The rights set-off immediately at the time 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 election even though any charge therefor is made or their respective Affiliates may haveentered on Agent's or such Lender's records subsequent thereto. Each Lender hereby agrees with each of the other Lenders that if it should receive or obtain any payment (whether by voluntary payment, by realization upon Collateral, by the exercise of rights of set-off or banker's lien, by counterclaim or cross action, or by the enforcement of any rights under this Agreement, any of the other Transaction Documents or otherwise) in respect of the Indebtedness in a greater amount than such Lender would have received had such payment been made to notify the Borrower Agent and been distributed among the Administrative Agent promptly after Lenders as contemplated by this Agreement, then in that event the Lender receiving such disproportionate payment shall purchase for cash without recourse from the other Lenders an interest in the Indebtedness of Debtor to such Lenders in such amount as shall result in a distribution of such payment as contemplated hereby. In the event any payment made to a Lender and shared with the other Lenders pursuant to the provisions hereof is ever recovered from such setoff and application, provided, thatLender, the failure to give such notice shall not affect the validity Lenders receiving a portion of such setoff and applicationpayment hereunder shall restore the same to the payor Lender, but without interest.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such WORKAMER\37666573.v3 93 obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; indebtedness; provided, that, 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 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred occurs and be is continuing, each Lender and each any deposits, balances or other sums credited by or due from the Agent or the Issuing Bank, or from any Affiliate of their respective Affiliates is hereby authorized the Agent or the Issuing Bank, to the Account Party may, to the fullest extent not prohibited by applicable law, at any time and or from time to time, after obtaining the prior written consent of the Administrative Agent, without regard to the fullest extent permitted by applicable lawexistence, to set off and apply any and all deposits (general sufficiency or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account adequacy of the Borrower or any other Loan Party against collateral, and without notice or compliance with any and all of the obligations of the Borrower or such Loan Party other condition precedent now or hereafter existing under this Agreement imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by the Agent, the Issuing Bank, or such Affiliate against any other Loan Document to such Lender or its Affiliates, all of Account Party's Obligations irrespective of whether or not such Lender or Affiliate demand shall have been made any demand under this Agreement or any other Loan Document and although such obligations of may be unmatured, in such manner as the Borrower Agent or the Issuing Bank or such Loan Party Affiliate in its sole and absolute discretion may be contingent or unmatured or are owed to a branch office or Affiliate determine. Within five (5) Business Days of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise making any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to appropriation or application, the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationAccount Party thereof, provided, that, provided the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LETTER OF CREDIT, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ACCOUNT PARTY, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Issuing Bank agrees with each other Person that (a) if an amount to be set off is to be applied to indebtedness of the Account Party to such Person, such amount shall be applied ratably to such other indebtedness and applicationto the Obligations, and (b) if such Person shall receive from the Account Party, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of any claim by proceedings against the Account Party at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the amounts to be paid to such Person any amount in excess of its ratable portion of the payments received by the Issuing Bank and all of the Participants with respect to Unpaid Drawings or other Obligations, such Person will make such disposition and arrangements with the others with respect to such excess, either by way of distribution, participation, pro tanto assignment of claims, subrogation or otherwise as shall result in each Person receiving in respect of the Unpaid Drawings or other Obligations, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Person, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; 122 provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, each L/C Issuer and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, the L/C Issuers and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.. 103 4887-6582-6072 v.11

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 4.3 is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or participant to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations Obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, Affiliate or its Affiliatesparticipant, irrespective of whether or not such Lender Lender, Affiliate or Affiliate participant shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates and participants may have. Each Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.; and

Set-Off. 3.6.1 If upon the occurrence of an Event of Default Default, the termination of the Loan Facility or any such other event, the Lender sells the pledged/charged Collateral, the Lender shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and the right to set-off the amount realized from time to time, after obtaining the prior written consent sale of the Administrative Agentpledged Collateral (less selling and other related expenses) against any other outstanding loans, obligations and dues owed by the Borrower or the ▇▇▇▇▇▇▇, as the case may be, to the fullest extent permitted by applicable lawLender or any of its affiliates, and Citibank N.A. in India and its branches (“Bank”). Further, the Lender shall have the sole discretion to offer any excess pledge realization available from the sale of the pledged/charged Collateral after extinguishing the Obligations to any other outstanding loans, obligations and dues and/or any of the remaining pledged Collateral to any of its affiliates or the Bank, without any notice or prior permission of the ▇▇▇▇▇▇▇ whatsoever. The Lender shall have the sole discretion to determine the manner in which it may execute this condition. The ▇▇▇▇▇▇▇ fully consents to permitting the Lender to offer the excess pledge realization or remaining Collateral to such of its affiliates or the Bank and shall not hold the Lender liable in any manner for the same. 3.6.2 The Lender’s affiliates and the Bank shall have the right to set off and apply any and all deposits (general excess pledge realization or specialremaining Collateral against any of loans, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender facilities or any account under which monies are due from the Borrower or the ▇▇▇▇▇▇▇, as the case may be, to such Affiliate affiliates or the Bank. In the event such affiliates or the Bank decline to accept or accept in part the excess pledge realization or remaining Collateral offered by the Lender for the credit purpose of set-off, the Lender shall return the remaining excess pledge realization or remaining Collateral back to the ▇▇▇▇▇▇▇. The Bank and the Lender’s affiliates’ will have the sole discretion to determine the manner in which the set-off is applied. 3.6.3 Any waiver or forbearance or delay on the part of the Bank or any affiliate to insist upon the performance of the conditions set out in this Section 3.6, any terms and conditions of this Agreement or to demand any penalties resulting from any breach of any of the said conditions shall not be construed as a waiver on the part of the Bank or an affiliate to any of the terms or conditions of the loans or facilities provided to the Borrower or the account ▇▇▇▇▇▇▇, as the case may be, or any amount owed by the Borrower or the ▇▇▇▇▇▇▇, as the case may be, or any of their rights or privileges or of any other default on the part of the Borrower or any other Loan Party against any the ▇▇▇▇▇▇▇, as the case may be, and all original rights and powers of the obligations of the Borrower Bank or such Loan Party now or hereafter existing an affiliate under this Agreement or and any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify agreement between the Borrower and the Administrative Agent promptly after ▇▇▇▇▇▇▇, as the case may be and the Bank or an affiliate shall remain in full force notwithstanding any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationforbearance or delay.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 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. Notwithstanding the foregoing, neither the Lenders, the L/C Issuer nor any of their respective Affiliates shall have any right to set off against money market accounts, custodial accounts or securities investment accounts of the Borrower. The rights of each Lender 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an 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 shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, 83862495 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 Agent, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an 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 shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 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 Agent, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. (i) Any amount (the "Early Termination Amount") payable to one party (the "Payee") by the other party (the "Payer") under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv) has occurred, will, at the option of the party ("X") other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any Other Payment Amount (as hereinafter defined). As used herein, "Other Payment Amount" shall mean any payment obligation of any description whatsoever (whether arising at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation or whether the relevant party is legally or beneficially the holder of the obligation) arising under any other agreement between the Payee and the Payer or any instrument or undertaking issued or executed or guaranteed by the Payee to, or in favor of, the Payer or any bond, note, or other debt instrument issued or guaranteed by the Payee and owned or held beneficially by the Payer as a result of the purchase thereof by or on behalf of the Payer, whether directly from the issuer or in the secondary market (and the Other Payment Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this section. For this purpose, either the Early Termination Amount or the Other Payment Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If an Event obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of Default the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this section shall have occurred be effective to create a charge or other security interest. This section shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to time, after obtaining the prior written consent otherwise entitled (whether by operation of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general contract or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of 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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationotherwise).

Set-Off. If an 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 shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Lenders or Affiliate the Holders shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, 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 banker's lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent pursuant to the Administrative Intercreditor Agreement, and any Financing Party violating this provision shall indemnify the Agent for further application and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the exercise of setoff rights provided in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after not be enforced by any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationCredit Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, but excluding any Plan accounts and assets and any other account for which set off would be prohibited by Law or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders or the LC Issuer provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender of the Lenders and each of their respective Affiliates the LC Issuer is hereby authorized at any time and from time to time, after obtaining without prior notice to any Loan Party or Alon USA, any such notice being waived by the prior written consent of the Administrative Agent, Loan Parties to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate the LC Issuer to or for the credit or the account of the Borrower or any other Loan Party or Alon USA against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatesthe LC Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or the LC Issuer or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender and the LC Issuer agrees promptly to a branch office or Affiliate of notify the Borrowers and the Administrative Agent after any such set‑off and application made by such Lender different from or the branch office or Affiliate holding such deposit or obligated on such indebtednessLC Issuer; provided, thathowever, in that the failure to give such notice shall not affect the validity of such set‑off and application. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 3.07 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 Agent, the LC Issuer, the Swingline Lender and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the LC Issuer, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the LC Issuer, the Swingline Lender Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 116 42575.100083 EMF_US 48981686v14 or their respective Affiliates may have. Each Lender, the LC Issuer and the Swingline Lender agrees agree to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event In addition to and without limiting any rights of Default shall set-off that a party hereto may have occurred and be continuing, each Lender and each as a matter of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, pursuant to set off and apply any and all deposits (general contract or specialotherwise, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate 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 contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, upon (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application occurrence or effective designation of an Early Termination Date in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit respect of the Administrative Agent and the Lenders and Transaction or (y) the Defaulting Lender occurrence of an Extraordinary Event that results in the cancellation or termination of the Transaction pursuant to Section 12.2,12.3, 12.6 or 12.9 of the 2002 Definitions, such Party ("PARTY X") shall provide promptly have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Confirmation pursuant to the Administrative Agent terms hereof, and to set off any obligation that Party X or any affiliate of Party X may have to the other party ("PARTY Y") hereunder, thereunder or otherwise, including without limitation any obligation to make any release, delivery or payment to Party Y pursuant to this Confirmation, any Supplemental Confirmation, the Credit Agreement, or any other agreement between Party X or any of its affiliates and Party Y, against any right Party X or any of its affiliates may have against Party Y, including without limitation any right to receive a statement describing payment or delivery pursuant to this Confirmation, any Supplemental Confirmation, the Credit Agreement, or any other agreement between Party X or any of its affiliates and Party Y. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in reasonable detail kind. In the Obligations owing case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such Defaulting Lender as to which it exercised obligation and such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify shall be determined by the Borrower Calculation Agent and the Administrative Agent promptly after result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Shares or right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time. If an obligation or right is unascertained at the time of any such setoff and application, provided, thatset-off, the failure to give such notice shall not affect Calculation Agent may in good faith estimate the validity amount or value of such setoff obligation or right, in which case set-off will be effected in respect of that estimate, and applicationthe relevant party shall account to the other party at the time such obligation or right is ascertained.

Set-Off. If an Event In addition to any rights now or hereafter granted under Law or otherwise (and not by way of Default shall have occurred limitation of any such rights), any Senior Lender may and be continuing, each Lender and each of their respective Affiliates is hereby authorized authorised at any time and or from time to time, after obtaining the prior written consent without notification, demand, protest or other notice of the Administrative Agent, any kind to the fullest extent permitted by applicable lawBorrower or to any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) amounts and any other obligation at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to Senior Lender, to, or for the credit or of the account of the Borrower or any other Loan Party against any and all on account of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe Finance Documents, irrespective of whether said Obligations, liabilities or not such Lender or Affiliate shall have made any demand under this Agreement claims, or any other Loan Document and although such obligations of the Borrower or such Loan Party may them, shall be contingent or unmatured and regardless of the place of payment, booking branch or currency of either obligation. If the obligations are owed to a branch office or Affiliate of such Lender in different from currencies, the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Senior Lender shall exercise any such right convert the obligations into the currency of setoffthe Obligations of the Borrower under the Finance Documents at a market rate of exchange in its usual course of business for the purpose of the set off. If either obligation is unliquidated or unascertained, (x) all amounts so the Senior Lender may set off shall in an amount estimated by it in good faith to be paid over immediately to the Administrative Agent for further application in accordance with the provisions amount of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 haveobligation. Each Senior Lender agrees to notify the Borrower and the Administrative Agent promptly immediately after any such setoff set-off and application, provided, that, application made by such Senior Lender. The provisions of the failure to give such notice Clause 31 (Set-Off) shall not affect entitle a Senior Lender to set off any amounts due to the validity Agent in its capacity as an Agent. Final-January 2nd, 2011 Notwithstanding the foregoing, no Finance Party may set-off or withhold any obligation owed by that Finance Party to the Borrower or that Shareholder in respect of insurance rewards or other compensation payable under any insurance policies issued by such setoff and applicationFinance Party (or any affiliate thereof) to the Borrower or Shareholder (as applicable) and/or in respect of any “provident fund” (as the term is defined in the Law for Supervision of Financial Services (Provident Funds), 5765-2005) against any obligation owed by the Borrower or a Shareholder under this Agreement.

Set-Off. If (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, upon the occurrence of an Event of Default shall have occurred and be continuingthe commencement of remedies described in Section 6.01, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent without presentment, demand, protest or other notice of the Administrative Agentany kind (all of which rights being hereby expressly waived), to the fullest extent permitted by applicable law, set-off and to set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender (including, without limitation, branches, agencies or any Affiliates of such Affiliate Lender wherever located) to or for the credit or the account of the Borrower or any other Loan Party against any obligations and all of the obligations liabilities of the Borrower then due and payable to the Lenders hereunder, under the Notes or such Loan Party now or hereafter existing under this Agreement or any the other Loan Document to such Lender or its AffiliatesDocuments, irrespective of whether the Agent or not such Lender or Affiliate the Lenders shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower or such Loan Party them, may be contingent or unmatured unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default and the commencement of remedies described in Section 6.01, even though such charge is made or are owed to a branch office or Affiliate entered on the books of such Lender different subsequent thereto. (b) In addition to clause (a) above, with respect to any principal or interest payment, fee or any other cost or expense (including legal fees and expenses), due and payable to the Agent or the Lenders under the Loan Documents, the Borrower hereby irrevocably authorizes and directs the Agent to debit any deposit account of the Borrower with the Agent (as one of the Lenders) in an amount such that the aggregate amount debited from the branch office or Affiliate holding all such deposit accounts does not exceed such payment, fee or obligated on other cost or expense. If there are insufficient funds in such indebtedness; provideddeposit accounts to cover the amount of the payment, thatfee or other cost or expense then due, such debits will be reversed (in whole or in part, in the event that any Defaulting Lender shall exercise any Agent's sole discretion) and such right of setoff, (x) all amounts so set off amount not debited shall be paid over immediately deemed to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationunpaid.

Set-Off. If an 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 shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, 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 2.12 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, ; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.