Common use of Right of Set-off Clause in Contracts

Right of Set-off. 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 an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) and the Issuing Bank to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes or the other Credit DocumentsIssuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.24(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 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant the Borrower after any such set-off and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to Section 3.13 give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or Section 10.3(d) may exercise all rights other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank. Notwithstanding anything herein to the contrary, there shall be no right of set-off with respect to its participation reserve accounts established by any Loan Party attributable to third party working interest as fully as if or royalty interest owners to the extent of amounts held in such Person were a Lender hereunderaccount that belong to third party working interest and royalty interest owners.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawLaw or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of DefaultDefault and the commencement of remedies described in Section 9.2, each Lender, each L/C Issuer and the Swing Line Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off set‑off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender, such L/C Issuer or the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such Lender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person the Borrower to such Lender the Lenders hereunder, under the Notes or Notes, the other Credit DocumentsDocuments or otherwise, irrespective of whether such the Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in the event . The Borrower hereby agrees 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 3.19 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 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. Any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 3.13 Sections 3.8 or Section 10.3(d11.3(d) may exercise all rights of set-off set‑off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of and such Lender wherever located) Issuing Bank to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunderor such Issuing Bank, under as the Notes or the other Credit Documentscase may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and each Issuing Bank agrees promptly to notify the Loans Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderor such Issuing Bank.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-set off and to 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 or owing held, and other obligations (in whatever currency) at any time owing, by such Lender (includingor any such Affiliate, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or any other Obligor against any and all of the obligations of any Borrower against obligations and liabilities of such Person or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit Documentssuch Affiliate, irrespective of whether or not such Lender or Affiliate shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities obligations of Borrowers or claims, or any of them, such Obligor may be contingent or unmaturedunmatured or are owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent theretodifferent 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 setoffset-off, (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 3.19 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, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing a participation The rights of each Lender and its Affiliates under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender agrees to notify Borrowers and Administrative Agent promptly after any such set-off with respect and application and share such set-off pursuant to its participation interest as fully as if Section 2.17(d); provided that the failure to give such Person were a Lender hereundernotice shall not affect the validity of such set-off and application.

Right of Set-off. 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 If an Event of DefaultDefault 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, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-set off and to 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 or owing held, and other obligations (in whatever currency) at any time owing, by such Lender (includingor any such Affiliate, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against any and all of the obligations and liabilities of such Person the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit Documentsits Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any obligations of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent thereto; different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat any recovery by any Lender or any Affiliate pursuant to its setoff rights under this Section 8.05 is subject to the provisions of Section 2.15, provided, further, 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 3.19 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Advances owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing a participation The rights of each Lender and its Affiliates under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Agent promptly after any such set-off with respect and application; provided that the failure to its participation interest as fully as if give such Person were a Lender hereundernotice shall not affect the validity of such set-off and application.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, (a) Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.1 to authorize the Agent to declare all amounts owing hereunder due and payable pursuant to the provisions of Section 6.1, each Lender Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (includingLender, without limitation, branches, agencies such LC Issuing Bank or Affiliates of such Lender wherever located) Affiliate to or for the credit or the account of the Borrower against any and all of the obligations and liabilities of such Person to such Lender hereunder, the Borrower now or hereafter existing under the Notes or the other Credit Documentsany Loan Document, irrespective of whether or not such Lender Lender, such LC Issuing Bank or Affiliate shall have made any demand hereunder under such Loan Document and although such obligations, liabilities or claims, or any of them, obligations may be unmatured or contingent or unmaturedare owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent theretoor such LC Issuing Bank 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 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 3.19 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 LC 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 setoffset-off. Any Person purchasing a participation Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.5 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) which such Person were a Lender hereundermay have.

Right of Set-off. 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 If an Event of DefaultDefault 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, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to 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 or and other indebtedness in whatever currency at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Issuing Bank or such Affiliate to or for the credit or the account of the Borrower any Obligor Party, against any and all obligations and liabilities of such Person to Obligor Party, now or hereafter existing under any Loan Document held by such Lender hereunder, under the Notes or the other Credit Documentssuch Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender or such Issuing Bank or such Affiliate shall have made any demand hereunder under such Loan Document, and although such obligations, liabilities or claims, or any obligations of them, such Obligor Party may be contingent or unmaturedunmatured or are owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent theretoor such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation The rights of each Lender and each Issuing Bank and their respective Affiliates under this Section 9.06 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) that such Lender or such Issuing Bank or their respective Affiliates may have. Each Lender Party agrees to promptly notify the Borrower and the Administrative Agent after its exercise of any right of set off with respect pursuant to its participation interest as fully as if this Section 9.06; provided that the failure to give such Person were a Lender hereundernotice shall not affect the validity of such application.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawlaw or otherwise, and not by way of limitation of any such rights, Seller hereby grants to Buyer and its Affiliates a right of offset, to secure repayment of all amounts owing to Buyer and its Affiliates by Seller under the Purchase Documents, upon any and all monies, securities, collateral or other Property of Seller and the occurrence proceeds therefrom, now or hereafter held or received by Buyer or its Affiliates or any entity under the control of an Event Buyer or its Affiliates and their respective successors and assigns (including, without limitation, branches and agencies of DefaultBuyer or its Affiliates wherever located), each Lender is for the account of Seller, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of Seller at any time existing. Buyer and its Affiliates are hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to Seller, to set-off offset, appropriate, apply and to appropriate and apply enforce such right of offset against any and all deposits (general items hereinabove referred to against any amounts owing to Buyer or special) and any other indebtedness at any time held or owing its Affiliates by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, Seller under the Notes or the other Credit Purchase Documents, irrespective of whether such Lender either of Buyer or its Affiliates shall have made any demand hereunder and although such obligations, liabilities or claimsamounts, or any of them, may shall be contingent or unmatured, unmatured and regardless of any other collateral securing such set-off amounts. Seller shall be deemed directly indebted to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, Buyer and its Affiliates in the event that full amount of all amounts owing to Buyer and its Affiliates by Seller under the Purchase Documents, and Buyer and its Affiliates shall be entitled to exercise the rights of offset provided for above. ANY AND ALL RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE PURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER. Seller, on its behalf and expressly on behalf of all of its present and future Affiliates, hereby waives 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 3.19 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 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 setoff it may have or to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant may be entitled under this Repurchase Agreement from time to Section 3.13 time against Buyer or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderAffiliates or their assets.

Right of Set-off. In addition US Borrower hereby grants to any rights Bank a Lien and a right of setoff as security for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody, safekeeping or control of Bank or any entity under applicable law, and not by way the control of limitation Bank (including a Bank subsidiary) or in transit to any of them. At any such rights, upon time after the occurrence and during the continuance of an Event of Default, each Lender without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Bank may, without any demand or notice, set off and apply indebtedness it owes to Australian Borrower against any money owing to it by Australian Borrower under any Loan Document, whether or not the amount owed by Bank or Australian Borrower is authorized immediately payable or is owed alone or with any other person and, regardless of the place of payment, banking branch or currency of either obligation. Further, Australian Borrower authorizes Bank to apply (without prior notice) any credit balance (whether or not then due) to which Australian Borrower is at any time beneficially entitled on any account at, any sum held to its order by and/or any liability or obligation (whether or not matured) of, any office of Bank in or towards satisfaction of any sum then due and from time payable by it to timeBank under the Loan Documents and unpaid. For these purposes, Bank may convert one currency into another, provided that nothing in this Section 12.12 shall be effective to create a charge. Bank shall not be obliged to exercise any of its rights under this Section 12.12, which shall be without presentmentprejudice and in addition to any right of set-off, demandcombination of accounts, protest lien or other notice of any kind right (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for including the benefit of the Administrative Agent and the Lenders and (yLoan Documents) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right is at any time otherwise entitled (whether by operation of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 law, contract or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderotherwise).

Right of Set-off. In addition Subject always to any rights now or hereafter granted under applicable lawSection 3.4, if the Maturity Date has occurred (including by acceleration of the maturity of the Advances in accordance with the terms hereof) and the Advances have otherwise become due and have not by way of limitation of any such rights, upon the occurrence of an Event of Defaultbeen paid in full, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding in any event deposit or other amounts held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter then due and liabilities of such Person owing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit DocumentsLender, irrespective of whether or not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any obligations of them, the Borrower may be contingent owed to a branch or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books office of such Lender subsequent theretodifferent from the branch or office 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, (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 3.19 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 and the 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of set-off with respect each Lender and its respective Affiliates under this Section 10.15 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its participation interest as fully as if respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such Person were a Lender hereundersetoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawLaw or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of DefaultDefault and the commencement of remedies described in Section 9.2, each Lender, each L/C Issuer and the Swing Line Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender, such L/C Issuer or the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such Lender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person the Borrower to such Lender the Lenders hereunder, under the Notes or Notes, the other Credit DocumentsDocuments or otherwise, irrespective of whether such the Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in the event . The Borrower hereby agrees 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 3.19 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 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. Any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 3.13 Sections 3.8 or Section 10.3(d11.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower or any Guarantor, any such notice being expressly waived by the Borrower and each Lender is authorized at any time and from time Guarantor to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower and any other indebtedness Guarantor at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower or any Guarantor against obligations any and liabilities of all Obligations held by such Person to such Lender hereunder, under the Notes or the other Credit DocumentsXxxxxx, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender agrees promptly to notify the Loans Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderLender.

Right of Set-off. 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 During an Event of Existing Default, each Lender is authorized at any time and from time to timehereby authorized, without presentment, demand, protest or other notice of to Reseller (any kind (all of which rights such notice being hereby expressly waivedwaived by Reseller), to set-the fullest extent permitted by law, to set off and to appropriate and apply against the Loan Obligations any and all deposits (general or special, time or demand, provisional or final) and or any other indebtedness assets at any time held by or at such Lender or under the control of or otherwise pledged to such Lender, or any other Indebtedness at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever locatedits Affiliate) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit DocumentsReseller, irrespective of whether or not such Lender shall have made any demand hereunder under this Agreement or the Notes or any Guaranty and although such obligations, liabilities or claims, or any of them, Loan Obligations may be contingent unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) which such Lender may otherwise have. Any such amounts, deposits, property or unmaturedassets shall be promptly turned-over to Administrative Agents in the form received for application to the Loan Obligations as set forth in this Agreement, and any until turned over to Administrative Agents such set-off amounts, deposits, property and assets shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of held by such Lender subsequent thereto; 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 3.19 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 Agents and the Lenders other Lenders. During an Existing Default, Administrative Agents are hereby authorized, without notice to Reseller (any such notice being expressly waived by Reseller), to set off and apply against the Loan Obligations any and all deposits (ygeneral or special, time or demand, provisional or final) or other assets at any time held by or at Administrative Agents, or under the Defaulting Lender control of or otherwise pledged to Administrative Agents, or any other Indebtedness at any time owing by Administrative Agents or any Affiliate thereof to or for the credit or the account of Reseller, irrespective of whether or not Administrative Agents or any Affiliate thereof shall provide promptly to have made any demand under this Agreement or the Administrative Agent a statement describing in reasonable detail the obligations owing to Loan Obligations and although such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) Loan Obligations may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderbe unmatured.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Issuing Bank to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunderor such Issuing Bank, under as the Notes or the other Credit Documentscase may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.25(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 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and each Issuing Bank agrees promptly to notify the Loans Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderor such Issuing Bank.

Right of Set-off. In addition to any rights now or hereafter granted under applicable and remedies of the Lenders provided by law, and not by way of limitation of any such rights, upon the occurrence of an Event of DefaultDefault and the acceleration of the obligations owing in connection with the Loan Documents, each Lender is authorized or at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence and during the continuance of an Event of Default even though under clause (a) of Article 9, each Lender shall have the right, without prior notice to the Borrower, any such charge is made notice being expressly waived by the Borrower to the extent not prohibited by applicable law, to set off and apply against any indebtedness, whether matured or entered on unmatured, of the books of Borrower to such Lender, any amount owing from such Lender subsequent thereto; providedto the Borrower, thatat, in or at any time after, the event that happening of any Defaulting Lender shall exercise any such of the above mentioned events. To the extent not prohibited by applicable law, the aforesaid right of setoff, (x) all amounts so set off shall may be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 and, pending such payment, shall be segregated exercised by such Defaulting Lender from its other funds and deemed held against the Borrower or against any trustee in trust bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, provided that the Lenders failure to give such notice shall not affect the validity of such set off 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderapplication.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default, each any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without presentment, demand, protest or other notice of to any kind Loan Party (all of which rights any such notice being hereby expressly waived), to set-off waived by the Loan Parties) and to appropriate the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held or and any and all other Indebtedness (in whatever currency) at any time owing by such Lender (including, without limitation, branches, agencies Agent or Affiliates of such Lender wherever located) to or for the credit or the account of any Loan Party against any and all Obligations of the Borrower against obligations and liabilities of such Person to such Lender hereunder, Loan Parties either now or hereafter existing under the Notes or the other Credit Documentsany Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 4.09 [Apportionment of Payments] and, 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 (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the Loans other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise. Notwithstanding the foregoing, in no event may the right of set-off with respect to its participation interest described in this Section 12.05 be utilized against any assets that constitute Excluded Property (as fully as if such Person were a Lender hereunderterm is defined in the Security Agreement).

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and the Fronting Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such and the Fronting Lender wherever located) to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes or the other Credit DocumentsFronting Lender, as the case may be, irrespective of whether such Lender or the Fronting Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.6(e) or Section 9.8., as applicable, and, 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 Fronting Lenders, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Fronting Lender agrees promptly to notify the Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or the Fronting Lender, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Fronting Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by any Credit Party and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunder.or the Fronting Lender. 108

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and liabilities of the Note held by such Person to such Lender hereunderLender, under the Notes whether or the other Credit Documents, irrespective of whether not such Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application; providedprovided further, that, that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 2.20(a) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the such Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation The rights of each Lender and its Affiliates under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including, without limitation, other rights of set-off with respect to off) that such Lender and its participation interest as fully as if such Person were a Lender hereunderAffiliates may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, (a) Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 9.02, each Lender and Issuing Bank is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Issuing Bank to or for the credit or the account of the Borrower, against any and all of the obligations of the Borrower against obligations and liabilities of such Person to such Lender hereunder, or Issuing Bank (as the case may be) existing under the any Loan Document and any Promissory Notes held by such Lender or the other Credit DocumentsIssuing Bank Agreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Lender or Issuing Bank shall have made any demand hereunder under such Loan Document, such Promissory Notes or such Issuing Bank Agreement, as the case may be, and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, . Each Lender and Issuing Bank agrees to notify promptly the Borrower after any such set-off and application made by such Lender or Issuing Bank, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of each Lender subsequent thereto; provided, that, and Issuing Bank under this Section 11.05 are in the event that any Defaulting Lender shall exercise any such right of setoff, addition to other rights and remedies (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 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its including 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off) which such Lender and Issuing Bank may have. Notwithstanding the foregoing, no Lender may exercise any right of set-off with respect pursuant to its participation interest as fully as if this Section or under applicable law and apply such Person were a Lender hereunderset-off to any portion of the Obligations without the prior written consent of the Required Lenders.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to any Loan Party, any such notice being expressly waived by the each Lender is authorized at any time and from time such to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of such Loan Party at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) and the Issuing Bank to or for the credit or the account of the Borrower and the other Loan Parties against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes or the other Credit DocumentsIssuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to its participation interest as fully as if give such Person were a notice shall not affect the validity of such set-off and application. Each Lender hereunderand the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and any of their Subsidiaries to such Lender or the Issuing Bank.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) and the Issuing Bank to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes or the other Credit DocumentsIssuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.24(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 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderor the Issuing Bank.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Applicable Law, to set-set off and to 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 or owing held, and other obligations (in whatever currency) at any time owing, by such Lender (includingor any such Affiliate, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations and liabilities of the Borrower or such Person Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit Documentsits respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities obligations of the Borrower or claims, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent theretodifferent 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 3.19 14.2 and, 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 amounts secured by the Security owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of each Lender and its Affiliates under this Section 10.6 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its 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. Notwithstanding the foregoing or the provisions of any Swap, the Lenders and Swap Lenders shall not effect or purport to effect any set-off with respect of Swap Indebtedness that is not Permitted Swap Indebtedness against or on account of any Secured Obligations owed to its participation interest as fully as if such Person were a Lender hereunderit.

Right of Set-off. In addition Borrower hereby grants to any rights Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under applicable law, and not by way the control of limitation Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any such rights, upon time after the occurrence and during the continuance of an Event of Default, each Lender is authorized at without demand or notice, Collateral Agent or the Lenders may set off the same or any time part thereof and from time apply the same to time, without presentment, demand, protest any liability or other notice obligation of Borrower even though unmatured and regardless of the adequacy of any kind (all other collateral securing the Obligations, provided that Collateral Agent shall use commercially reasonable efforts to promptly notify Borrower in writing of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon off. Notwithstanding the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, thatforegoing, in the no event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately Collateral Agent’s failure to notify Borrower pursuant to the Administrative foregoing sentence cause or result in any breach of this Agreement, subject Collateral Agent for further application or any Lender to any liability or in accordance with the provisions of Section 3.19 and, pending such payment, shall be segregated by such Defaulting any way limit or restrict any rights or remedies available to Collateral Agent or any 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 this Agreement, any other Loan Document or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderotherwise. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition The Organization hereby grants to any rights the Lender a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Lender under the Loan Documents, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property of the Organization, now or hereafter granted under applicable lawin the possession, custody, safekeeping or control of the Lender or any affiliate of the Lender and not by way their successors and assigns or in transit to any of limitation them. Regardless of the adequacy of any such rightscollateral, upon if any of the occurrence of an obligations hereunder are due and payable and have not been paid or any Event of DefaultDefault shall have occurred, each Lender is authorized at any time and from time to time, without presentment, demand, protest deposits or other notice sums credited by or due from the Lender to the Organization and any securities or other property of the Organization in the possession of the Lender or any kind (all of which rights being hereby expressly waived), the Lender's affiliates may be applied to set-or set off by the Lender against the payment of such obligations and to appropriate and apply any and all deposits (general other liabilities, direct, or special) and any other indebtedness at any time held indirect, absolute or owing by such Lender (includingcontingent, without limitationdue or to become due, branchesnow existing or hereafter arising, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities Organization to the Lender. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ORGANIZATION, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Nothing contained in this Section 9 or elsewhere in this Agreement shall create any right of such Person to such the Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off Lender’s affiliates with respect to its participation interest deposits, credit, collateral and other property of the introducing broker-dealer subsidiaries of the Organization, including the Subsidiary Broker-Dealers. Additionally, except as fully as if such Person were a Lender hereunderotherwise provided herein, nothing contained in this Section 9 or elsewhere in this Agreement affects any of the Lender’s rights under the 2009 Clearing Agreements and the SAI Clearing Agreement.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations any and liabilities of all Obligations held by such Person to such Lender hereunder, under the Notes or the other Credit DocumentsLender, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender agrees promptly to notify the Loans Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderLender.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (a) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by the Administrative Agent, such Lender (including, without limitation, branches, agencies Party or Affiliates of such Lender wherever located) Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against obligations any and liabilities all of the Obligations of the Borrower or such Person to such Lender hereunder, other party now or hereafter existing under the Notes or the other Credit Loan Documents, irrespective of whether the Administrative Agent or such Lender Party shall have made any demand hereunder under this Agreement or any Note or Notes and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, thathowever, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 9.10 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 promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder If such deposits are not pledged pursuant to a valid security agreement, the prior written consent of the Administrative Agent shall be obtained before any right of set-off shall be exercised. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such other party after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 3.13 or Section 10.3(d) may exercise all 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent and Lender Parties shall have no right to set off with respect against deposits which are subject to its participation a security interest as fully as if such Person were or rights of another lender, or which are held for the benefit of any Person, including any Subsidiary, that is not party to a Lender hereunderLoan Document.

Right of Set-off. 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 If an Event of DefaultDefault 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, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or and other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of any such Lender wherever located) Affiliate to or for the credit or the account of the Borrower against any of and all the obligations and liabilities of such Person to the Borrower now or hereafter existing under this Agreement or any other Credit Document held by such Lender hereunder, under the Notes or the other Credit Documentstheir respective Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand hereunder under this Agreement or any other Credit Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent contingent, unmatured or unmatured, and any such set-off shall be deemed are owed to have been made immediately upon the occurrence of an Event of Default even though such charge is made a branch office or entered on the books Affiliate of such Lender subsequent theretodifferent 104 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 setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of set-off with respect each Lender and their respective Affiliates under this Section are in addition to its participation interest as fully as if other rights and remedies (including other rights of setoff) that such Person were a Lender hereunderor 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.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawlaw or otherwise, and not by way of limitation of any such rights, each Borrower hereby grants to the Agent and the Lenders a right of offset, to secure repayment of all amounts owing to the Agent and the Lenders by the Borrowers under the Loan Documents, upon any and all monies, securities, collateral or other property of such Borrower and the occurrence proceeds therefrom, now or hereafter held or received by the Agent, the Lenders or any entity under the control of an Event the Agent or the Lenders and their respective successors and assigns (including, without limitation, branches and agencies of Defaultthe Agent, or Lenders wherever located), for the account of such Borrower, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of such Borrower at any time existing. The Agent and each Lender is hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the Borrowers, to set-off offset, appropriate, apply and to appropriate and apply enforce such right of offset against any and all deposits (general items hereinabove referred to against any amounts owing to the Agent or special) and any other indebtedness at any time held or owing Lenders by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, Borrowers under the Notes or the other Credit Loan Documents, irrespective of whether such Lender the Agent or Lenders shall have made any demand hereunder and although regardless of any other collateral securing such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off amounts. Each Borrower shall be deemed directly indebted to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Agent and each Lender subsequent thereto; provided, that, in the event that any Defaulting Lender shall exercise any such right full amount of setoff, (x) all amounts so set off shall be paid over immediately owing to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders by the Borrowers under this Agreement, the Notes and (y) the Defaulting Lender other Loan Documents, and the Agent and Lenders shall provide promptly be entitled to exercise 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoffset provided for above. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE AGENT OR LENDERS BY THE BORROWERS UNDER THE LOAN DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH BORROWER.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, Issuing Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-set off and to 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 or owing held, and other obligations (in whatever currency) at any time owing, by such Lender, Issuing Lender (includingor any such Affiliate, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or any other Obligor against any and all of the obligations of any Borrower against obligations and liabilities of such Person or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit DocumentsIssuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities obligations of Borrowers or claims, or any of them, such Obligor may be contingent or unmaturedunmatured or are owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent theretoor Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such 170 indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 3.19 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, Issuing 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing a participation The rights of each Lender, Issuing Lender, and their respective Affiliates under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) that such Lender, Issuing Lender, or their respective Affiliates may have. Each Lender and Issuing Xxxxxx agrees to notify Borrowers and Administrative Agent promptly after any such set-off with respect and application and share such set-off pursuant to its participation interest as fully as if Section 2.17(d); provided that the failure to give such Person were a Lender hereundernotice shall not affect the validity of such set-off and application.

Right of Set-off. 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 If an Event of DefaultDefault 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, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or and other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of any such Lender wherever located) Affiliate to or for the credit or the account of the Borrower against any of and all the obligations and liabilities of such Person to the Borrower now or hereafter existing under this Agreement or any other Credit Document held by such Lender hereunder, under the Notes or the other Credit Documentstheir respective Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand hereunder under this Agreement or any other Credit Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent contingent, unmatured or unmatured, and any such set-off shall be deemed are owed to have been made immediately upon the occurrence of an Event of Default even though such charge is made a branch office or entered on the books Affiliate of such Lender subsequent theretodifferent 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 setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of set-off with respect each Lender and their respective Affiliates under this Section are in addition to its participation interest as fully as if other rights and remedies (including other rights of setoff) that such Person were a Lender hereunderor 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.

Right of Set-off. 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 If an Event of DefaultDefault 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, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) and any other indebtedness at any time held or and other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Issuing Bank to or for the credit or the account of BGI or any Subsidiary against any and all of the Borrower against obligations and liabilities of such Person to the Borrowers now or hereafter existing under this Agreement or any other Loan Document held by such Lender hereunder, under the Notes or the other Credit Documentssuch Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand hereunder under this Agreement or such other Loan Document and although such obligations, liabilities or claims, or any of them, the obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, thatthat any recovery by any Lender or any Affiliate pursuant to its setoff rights under this Section 9.06 is subject to the provisions of Section 2.18(c); provided, further, that a Lender may not offset or appropriate and apply any balances held by it for the account of any Foreign Borrower or any other Indebtedness held or owing by that Lender to or for the credit or for the account of any Foreign Borrower against or on account of any Obligations of BGI or the Guarantors; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 2.24 and, 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation The rights of each Lender and each Issuing Bank under this Section 9.06 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) that such Lender or such Issuing Bank may have. Notwithstanding anything in this Section 9.06, amounts in accounts of any Foreign Borrower shall not be used to set off with respect to its participation interest as fully as if such Person were a Lender hereunderthe Obligations of BGI.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each L/C Issuer is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) (other than any Excluded Accounts) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) L/C Issuer to or for the credit or the account of the Borrower or any Subsidiary against any of and all the obligations and liabilities of such Person to the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender hereunder, under the Notes or the other Credit Documentssuch L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand hereunder under this Agreement or such other Loan Document and although such obligations, liabilities or claims, or any of them, the obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation The rights of each Lender and each L/C Issuer under this Section 9.06 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunderor such L/C Issuer may have.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), any Borrower or other Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO), any Borrower against obligations and liabilities of such Person to or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender hereunder, under the Notes or the other Credit Documentssuch Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand hereunder under this Agreement or such other Loan Document and although such obligations, liabilities or claims, or any of them, the obligations may be contingent or unmatured, and ; provided that no amounts set off with respect to any such set-off Guarantor shall be deemed applied to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books any Excluded Swap Obligations of such Lender subsequent theretoGuarantor; provided, provided further that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation The rights of each Lender and each Issuing Bank under this Section 9.06 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off off) that such Lender or such Issuing Bank may have. Notwithstanding the foregoing, no Lender shall exercise setoff rights with respect to its participation interest as fully as if the Canadian Borrower’s, a U.K. Borrower’s, the Dutch Borrower’s or the German Borrower’s assets and apply such Person were a Lender proceeds to the Obligations of the U.S. Borrower hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans and other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 7.01, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held (other than deposits at any account with respect to which such account states that the Company is acting in a fiduciary capacity) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and liabilities of such Person any other Loan Document to such Lender hereunderLender, under the Notes whether or the other Credit Documents, irrespective of whether not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Loans and other amounts owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender agrees promptly to notify the Loans Company after any such set‑off and Commitments hereunder pursuant application made by such Lender, provided that the failure to Section 3.13 or Section 10.3(d) may exercise all give such notice shall not affect the validity of such set‑off and application. The rights of set-off with respect each Lender under this Section are in addition to its participation interest as fully as if other rights and remedies (including, without limitation, other rights of set‑off) which such Person were a Lender hereunder.may have. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 122

Right of Set-off. In addition Borrower hereby grants to any rights Administrative Agent and each Lender, and each of their respective Affiliates and Subsidiaries, a continuing lien, security interest and right of setoff as security for all Obligations to Administrative Agent and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter granted under applicable lawin the possession, custody safekeeping or control of Administrative Agent or any Lender, or any of their Affiliates or Subsidiaries and not their respective successors and assigns or in transit to any of them, other than third-party custodial, escrow or other trust accounts maintained by way Borrower at Administrative Agent or any Lender or any of limitation of their respective Affiliates or Subsidiaries. At any such rights, time upon or after the occurrence and during the continuation of an Event of Default, each Lender is authorized at without demand or notice (any time and from time to time, without presentment, demand, protest or other such notice of any kind (all of which rights being hereby expressly waivedwaived by Borrower), to set-off and to appropriate and apply Administrative Agent or any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, their respective Affiliates or Subsidiaries may be contingent set off the same or unmatured, any part thereof and any such set-off shall be deemed apply the same to have been made immediately upon the occurrence of an Event of Default Obligations even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds unmatured and deemed held in trust for the benefit regardless of the Administrative Agent and adequacy of any other collateral securing 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 setoffLoan. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of setANY AND ALL RIGHTS TO REQUIRE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY OF THEIR AFFILIATES OR SUBSIDIARIES TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH NON-off with respect to its participation interest as fully as if such Person were a Lender hereunderCUSTODIAL, NON-ESCROW, NON-TRUST DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each L/C Issuer is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) L/C Issuer to or for the credit or the account of Parent, the Borrower Borrowers or any Subsidiary against any of and all the obligations and liabilities of such Person to Parent, Holdings, the Borrowers or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender hereunder, under the Notes or the other Credit Documentssuch L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand hereunder under this Agreement or such other Loan Document and although such obligations, liabilities or claims, or any of them, the obligations may be contingent or unmatured, and any such set-off shall be deemed unmatured or are owed to have been made immediately upon the occurrence of an Event of Default even though such charge is made a branch or entered on the books office of such Lender subsequent theretoor the L/C Issuer different from the branch or office 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 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 3.19 2.26 and, 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, each 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing a participation Each Lender that exercises such right of set-off shall give prompt notice to the Dutch Borrower; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each L/C Issuer under this Section 9.06 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Lender hereunderor such L/C Issuer may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (a) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 7.01 to authorize the DIP Agent or the Required DIP Lenders to declare the Notes due and payable pursuant to the provisions of Section 7.01, the DIP Agent and each DIP Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by the DIP Agent or such DIP Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and liabilities of the Note held by the DIP Agent or such Person to such Lender hereunder, under the Notes or the other Credit DocumentsDIP Lender, irrespective of whether or not the DIP Agent or such DIP Lender shall have made any demand hereunder under this Agreement or such Note and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative DIP Agent for further application in accordance with the provisions of Section 3.19 2.14 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative DIP Agent and the DIP Lenders and (y) the such Defaulting Lender shall will provide promptly to the Administrative DIP Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation Each of the DIP Agent and each DIP Lender agrees promptly to notify the DIP Agent after any such set-off and application made by the DIP Agent on behalf of such DIP Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the DIP Agent and each DIP Lender under this Section 9.05 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off with respect to its participation interest as fully as if off) which the DIP Agent and such Person were a DIP Lender hereundermay have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable and remedies of the Lenders provided by law, and not by way of limitation of any such rights, upon the occurrence of an Event of DefaultDefault and the acceleration of the obligations owing hereunder and under the Lender Notes, or at any time upon the occurrence and during the continuance of an Event of Default under SECTION 6.01(a), and only under such circumstances, each Lender is authorized at any time and from time to timeshall have the right, without presentmentprior notice to the Borrower, demand, protest or other any such notice of any kind (all of which rights being hereby expressly waived)waived by the Borrower to the extent not prohibited by applicable law, to set-off and apply against any indebtedness, whether matured or unmatured, of the Borrower to appropriate and apply such Lender, any and all deposits (general amount owing from such Lender to the Borrower, at, or special) and any other indebtedness at any time held or owing after, the happening of any of the above-mentioned events, PROVIDED, however, that such rights shall be subject to the provisions of the Subordination Agreement and Article IX hereof. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender (includingagainst the Borrower or against any trustee in bankruptcy, without limitationcustodian, branchesdebtor in possession, agencies assignee for the benefit of creditors, receiver, or Affiliates execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender wherever located) prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the credit benefit of creditors, appointment or application for the account appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderand application.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawPurchaser and/or United Coin, and not by way LLC, on behalf of limitation of any such rightsthe Purchaser Indemnitees, upon shall have the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), right to set-off and to appropriate and apply any and all deposits against sums: (general or speciala) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for due Seller under the credit or the account terms of the Borrower against obligations and liabilities of such Person to such Lender hereunderSenior Preferred Equity, (b) due Bally under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claimsSupply Agreement, or any (c) due Bally under the lease of themgaming equipment by United Coin, may be contingent or unmaturedLLC, and any such from Bally, amounts due Purchaser for Losses incurred for which Parent and/or Seller are obligated to indemnify Purchaser under this Article XI. In the event Purchaser and/or United Coin, LLC, claims that the right of set-off on behalf of a Purchaser Indemnitee, and Seller has disputed its liability with respect thereto, Purchaser or Company may deliver such funds which become payable to Seller, Parent or Bally or their assigns to Escrow Holder, to be held by Escrow Holder pending such determination pursuant to the terms and provisions of the escrow instructions attached hereto as Exhibit K (the "Set-Off Escrow Instructions"). Purchaser shall pay the costs of the Escrow Holder. Delivery of such funds to Escrow Holder shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made constitute payment or entered on the books of such Lender subsequent thereto; 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 delivery to the Administrative Agent for further application in accordance with Seller, Parent, or Bally, as the provisions of Section 3.19 andcase may be, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit or their assigns 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 funds. The right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off provided for in this Section 11.04 shall only be asserted in an amount equal to the amount asserted in the Claim Notice or Indemnity Notice. Purchaser shall have the right to direct the Escrow Holder to deliver funds deposited with respect such Escrow Holder as provided above at any time after Seller or Parent fails to its participation interest dispute a Indemnity Notice or a Claim Notice in the manner set forth in Section 11.02 (a) (iii) or 11.02(b). Delivery of funds held by the Escrow Holder as fully provided above shall be made to the party entitled thereto: (i) if Seller or Parent have disputed a Claim Notice or Indemnity Notice, at any time after resolution of such dispute during the Resolution Period, or during the period such dispute is in arbitration, in the amount determined by agreement of the parties, or (ii) if the parties have arbitrated such Claim Notice or Indemnity Notice, to the party(s) and in the amount(s) awarded by the Arbitrator, or Board of Arbitration, as if such Person were a Lender hereunderthe case may be, on the seventh (7th) day after delivery of the decision of the Arbitrator or the Board of Arbitration, as the case may be.

Right of Set-off. In addition If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans, provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any rights now payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or hereafter granted any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, and not by way of limitation of that any such rights, upon Lender acquiring a participation pursuant to the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of foregoing arrangements may exercise against the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off and counterclaim with respect to its such participation interest as fully as if such Person Lender were a Lender hereunderdirect creditor of the Borrower in the amount of such participation.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans and other amounts payable under this Agreement and the other Loan Documents due and payable FOURTH AMENDED AND RESTATED CREDIT AGREEMENT pursuant to the provisions of Section 7.01, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held (other than deposits at any account with respect to which such account states that the Company is acting in a fiduciary capacity) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and liabilities of such Person any other Loan Document to such Lender hereunderLender, under the Notes whether or the other Credit Documents, irrespective of whether not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Loans and other amounts owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation Each Lender agrees promptly to notify the Company after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) which such Person were a Lender hereundermay have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of and such Lender wherever located) Issuing Bank to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunderor such Issuing Bank, under as the Notes or the other Credit Documentscase may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and each Issuing Bank agrees promptly to notify the Loans Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by Holdings and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderor such Issuing Bank.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence of an any Event of Default, each Lender the Bank may, and is hereby authorized by the Borrower, at any time and from time to time, to the fullest extent permitted by applicable Laws, and without presentment, demand, protest or other advance notice of to the Borrower (any kind (all of which rights such notice being hereby expressly waivedwaived by the Borrower), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or and any other Indebtedness at any time owing by such Lender (includingthe Bank to, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of, the Borrower against any or all of the Obligations of the Borrower against obligations now or hereafter existing whether or not such Obligations have matured and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether the Bank has exercised any other rights that it has or may have with respect to such Lender shall have made Obligations, including without limitation any demand hereunder and although such obligationsacceleration rights. The aforesaid right of set-off may be exercised by the Bank against the Borrower or against any trustee in bankruptcy, liabilities or claimsdebtor in possession, assignee for the benefit of the creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or such 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 set-off shall not have been exercised by the Bank prior to the making, filing or issuance, or service upon the Bank of, or of notice of, any such petition; assignment for the benefit of themcreditors; appointment or application for the appointment of a receiver; or issuance of execution, may be contingent subpoena, order or unmatured, and warrant. The Bank agrees to promptly notify the Borrower after any such set-off and application, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto; provided, that, set-off and application. The rights of the Bank under this Section 7.4 are 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 addition to the Administrative Agent for further application in accordance with the provisions of Section 3.19 andother rights and remedies (including, pending such paymentwithout limitation, 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoff) which the Bank may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Grantor against obligations and liabilities of such Person Grantor to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any . Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Lender agrees promptly to notify the applicable Grantor after any such set-off and application made by such Lender (or any of its Affiliates); provided, thathowever, in that the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. Any Person purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) the applicable provisions of the Credit Agreement may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person were a Lender. The rights of each Lender hereunder(and its Affiliates) under this Section 7.14 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set-off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawLaw or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind (all of which rights to the Borrower or to any other Person, any such notice being hereby expressly waived), to set-set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness Indebtedness at any time held or owing by such Lender (including, without limitation, branches, including by branches and agencies or Affiliates of such any Lender wherever located) ), to or for the credit or the account of the Borrower against obligations and on account of the Obligations or liabilities of such Person the Borrower to such Lender hereunder, under the Notes this Credit Agreement or any of the other Financing Documents, including all claims of any nature or description arising out of or connected with this Credit DocumentsAgreement or any other Financing Document, irrespective of whether such Lender shall have made any demand hereunder and although such obligationssaid Obligations, liabilities or claims, or any of them, may shall be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in the event provided that if any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 this 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 Agent, the Issuing Lender and the 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off. Each Lender agrees to promptly provide notice to the Administrative Agent of the exercise of such set off with respect right and the amount of such set off; provided however that the failure to its participation interest as fully as if give such Person were a Lender hereundernotice shall not affect the validity of such set off, appropriation or application.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way Regardless of limitation the adequacy of any such rightscollateral, upon the occurrence and during the continuance of an any Event of Default, each Lender Bank is hereby expressly and irrevocably authorized by each of the Borrowers at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to such Borrower, to set-off and to appropriate off, appropriate, and apply all moneys, securities and other Property and the proceeds thereof now or hereafter held or received by or in transit to such Bank from or for the account of such Borrower, whether for safekeeping, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or and special) ), account balances and any other indebtedness credits of such Borrower with such Bank at any time existing against any and all obligations of such Borrower to the Banks and to each of them arising under this Agreement the Notes and the other Loan Documents, and such Borrower shall continue to be liable to each Bank for any deficiency with interest at the rate or rates set forth in subparagraph 2.7(b). Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to any obligations of any Borrower to such Bank, other than obligations evidenced by the Notes of such Borrower held or owing by such Lender Bank, such amount shall be applied ratably to such other obligations and to the obligations evidenced by all such Notes held by such Bank and (including, without limitation, branches, agencies or Affiliates of b)if such Lender wherever located) to or for the credit Bank shall receive from any Borrower or the account Guarantor, whether by voluntary payment, exercise of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off counterclaim, cross action, enforcement of the claim evidenced by the Notes of such Borrower held by such Bank, enforcement of any claim against the Guarantor, proceedings against such Borrower or the Guarantor at law or in equity, proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application in accordance with payment of the provisions Note or Notes of Section 3.19 and, pending such payment, shall be segregated Borrower held by such Defaulting Lender from Bank any amount in excess of its other funds and deemed held in trust for the benefit ratable portion of the Administrative Agent and payments received by all 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off Banks with respect to the Notes of such Borrower held by 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 Notes of such Borrower held by each Bank, its participation interest proportionate payment as fully as contemplated by this Agreement; provided that if all or any part of such Person were a Lender hereunderexcess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault or if (ii) the Company becomes insolvent, each Lender is however evidenced, the Agent and the Banks are hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of to the Company (any kind (all of which rights such notice being hereby expressly waivedwaived by the Company), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies the Agent or Affiliates of such Lender wherever located) any Bank to or for the credit or the account of the Borrower Company against obligations any and liabilities all of such Person to such Lender hereunder, under the Notes or Indebtedness (including the other Credit Documents, Reimbursement Obligations) of the Company irrespective of whether such Lender or not the Agent or any Bank shall have made any demand hereunder under this Agreement or the Revolving Credit Loans and although such obligationsobligations may be unmatured. If an amount to be set-off by any Bank is to be applied to obligations of the Company to such Bank other than the Indebtedness, liabilities such amount shall be applied ratably to such other obligations and to the Indebtedness. If any Bank (a "benefitted Bank") shall at any time receive any payment of all or claimspart of its Revolving Credit Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of themthe nature referred to in clause (f) or (g) of subsection 8.1, may or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank's Revolving Credit Loans, or interest thereon, such benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank's Revolving Credit Loans, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be contingent necessary to cause such benefitted Bank to share the excess payment or unmaturedbenefits of such collateral or proceeds ratably with each of the Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Bank so purchasing a portion of another Bank's Revolving Credit Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the direct holder of such portion. In case any payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. The Agent and the Banks agree promptly to notify the Company after any such set-off and application, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit application. The rights of the Administrative Agent and the Lenders Banks under this subsection are in addition to other rights and remedies (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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all including, without limitation, other rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoff) which the Agent or the Banks may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault pursuant to Section 7.01(b), the Administrative Agent and each Lender (and their respective banking Affiliates) is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time held and any other indebtedness at any time held or owing by the Administrative Agent and each such Lender (including, without limitation, branches, agencies or Affiliates any of such Lender wherever locatedbanking Affiliates) to or for the credit or the account of the Borrower against obligations any and liabilities all of any such Person overdue amounts owing to such Lender hereunder, (or any of such banking Affiliates) or the Administrative Agent under the Notes or the other Credit Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or under any of them, may be contingent or unmatured, and Loan Document; provided that each Lender agrees promptly to notify the Administrative Agent after any such set-set off and application made by such Lender; provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretosetoff and application; provided, thatfurther, that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 2.22(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans and Commitments hereunder pursuant Administrative Agent agree promptly to Section 3.13 or Section 10.3(d) may exercise all rights of notify the Borrower after any such set-off with respect and application made by such Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be, provided that the failure to its participation interest as fully as if give such Person were a notice shall not affect the validity of such set-off and application. The rights of each Lender hereunderand the Administrative Agent under this Section 2.20 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. In Each Obligor agrees that, in addition to (and without limitation of) any rights right of setoff, banker's lien or counterclaim the Lender may otherwise have, the Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final, and regardless of whether such balances are then due to such Obligor) held by it for the account of such Obligor at any of the Lender's offices, in Dollars or in any other currency, against any amount payable by such Obligor under this Agreement or any Letter of Credit that is not paid when due, taking into account any applicable grace period, in which case it shall promptly notify such Obligor thereof, provided that the Lender's failure to give such notice shall not affect the validity thereof. In furtherance thereof, each Obligor hereby grants to the Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property of such Obligor, now or hereafter granted in the possession, custody, safekeeping or control of the Lender or any entity under applicable law, the control of Fleet National Bank and not by way its successors and assigns or in transit to any of limitation of them. At any such rights, upon time after the occurrence of an Event of Default, without demand or notice (any such notice being expressly waived by each Obligor), the Lender may setoff the same or any part thereof and apply the same to any liability or obligation of such Obligor even though unmatured and regardless of the adequacy of any other collateral securing such Obligor's obligations hereunder. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES EACH OBLIGOR'S OBLIGATIONS HEREUNDER, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE OBLIGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. At the option of the Lender, if there is a separate revolving line of credit, line of credit, or other credit facility existing between the Lender and such Obligor, the Lender is irrevocably authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), satisfy such Obligor's reimbursement obligation to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, thatLender, in the event that any Defaulting Lender shall exercise any whole or in part, by making an advance under 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderfacility.

Right of Set-off. In addition Borrower hereby grants to any rights Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under applicable law, and not by way the control of limitation Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any such rights, upon time after the occurrence and during the continuance of an Event of Default, each Lender is authorized at without demand or notice, Collateral Agent or the Lenders may set off the same or any time part thereof and from time apply the same to time, without presentment, demand, protest any liability or other notice obligation of Borrower even though unmatured and regardless of the adequacy of any kind other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or speciali) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 and the Lenders not material 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 setoffwould be competitively harmful if publicly disclosed. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(dCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderNOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE XXXX “[***]”. RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawLaw or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of DefaultDefault and the commencement of remedies described in Section 100 9.2, each Lender, each L/C Issuer and the Swing Line Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender, such L/C Issuer or the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such Lender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person the Borrower to such Lender the Lenders hereunder, under the Notes or Notes, the other Credit DocumentsDocuments or otherwise, irrespective of whether such the Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender Xxxxxx subsequent thereto; provided, that, in the event . The Borrower hereby agrees 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 3.19 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 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. Any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 3.13 Sections 3.8 or Section 10.3(d11.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In Borrowers agree that, in addition to (and without limitation of) any rights now right of set‑off, banker’s lien or hereafter granted under applicable lawcounterclaim a Lender may otherwise have (subject, and not by way of limitation of any such rightsas among the Lenders, upon the occurrence of to Section 12.25), if an Event of DefaultDefault shall then be continuing, with the prior written consent of Administrative Agent and with the prior approval of the Required Lenders, each Lender is authorized shall be entitled, at any time and from time its option (to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waivedthe fullest extent permitted by law), to set-set off and to appropriate and apply any and all deposits deposit (general or special) and any , time or demand, provisional or final), or other indebtedness at any time Indebtedness, held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or it for the credit or the account of the any Borrower at any of its offices, in Dollars or in any other currency, against obligations and liabilities any principal of or interest on any of such Person Lender’s Loans or any other amount payable to such Lender hereunder, under the Notes or the other Credit Documents, irrespective that is not paid when due (regardless of whether such deposit or other Indebtedness is then due to Borrowers). Any attempt by a Lender to exercise any such rights, whether purportedly under any authority granted pursuant to the Loan Documents or on account of any other legal or equitable right or theory, without first obtaining the prior written consent of Administrative Agent and the prior approval of the Required Lenders shall have made any demand hereunder and although such obligationsbe void, liabilities of no force or claims, or any of them, may be contingent or unmaturedeffect, and shall not have any effect on (and under no circumstances shall be applied in respect of) any outstanding Obligations hereunder. Administrative Agent agrees promptly to (i) notify Borrowers after any such authorized set-off and application made by a Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, and application and (xii) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yii) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a participation secured claim in lieu of a set off to which this Section 2.8(7) applies, then such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.8(7) to share in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights benefits of set-off with respect to its participation interest as fully as if any recovery on such Person were a Lender hereundersecured claim.

Right of Set-off. In addition to any rights now or hereafter granted under If the Termination Date has occurred (including by acceleration of the maturity of the Advances in accordance with the terms hereof) and the applicable law, Advances have otherwise become due and have not by way of limitation of any such rights, upon the occurrence of an Event of Defaultbeen paid in full, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding in any event deposit or other amounts held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the any Borrower against any and all of the obligations and liabilities of such Person Borrower now or hereafter then due and owing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit DocumentsLender, irrespective of whether or not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any obligations of them, such Borrower may be contingent owed to a branch or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books office of such Lender subsequent theretodifferent from the branch or office 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, (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 3.19 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 and the 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of set-off with respect each Lender and its respective Affiliates under this Section 10.20 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its participation interest as fully as if respective Affiliates may have. Each Lender agrees to notify the Company and the Administrative Agent promptly after any such Person were a Lender hereunder.setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application. * * * [SIGNATURE PAGES INTENTIONALLY OMITTED] COMMITMENT SCHEDULE Lenders Revolving Credit Commitments Letter of Credit Commitments Canadian Commitments Australian Commitments Swing Line Commitments Citibank, N.A. $200,000,000 $83,333,334 $500,000,000 Citibank, N.A., Canadian Branch $45,000,000 Citibank, N.A., Sydney Branch $55,000,000 Bank of America, N.A. $200,000,000 $83,333,334 $125,000,000 Bank of America, N.A., Canada Branch $45,000,000 Bank of America, N.A. (Australian Branch) $55,000,000 Deutsche Bank AG New York Branch $200,000,000 $83,333,333 $45,000,000 HSBC Bank USA, National Association $200,000,000 $83,333,333 $125,000,000 JPMorgan Chase Bank, N.A. $200,000,000 $83,333,333 $45,000,000 $55,000,000 Xxxxx Fargo Bank, National Association $200,000,000 $83,333,333 Barclays Bank PLC $155,000,000 MUFG Bank, Ltd. $77,500,000 Xxxxxx Xxxxxxx Bank, N.A. $77,500,000 TD Bank, N.A. $155,000,000 The Bank of Nova Scotia $155,000,000 U.S. Bank National Association $155,000,000 Australia and New Zealand Banking Group Limited $115,000,000 $50,000,000 BNP Paribas $115,000,000 PNC Bank, National Association $115,000,000 Royal Bank of Canada $115,000,000 NYDOCS02/0000000 [Signature page to Xxxxx Credit Agreement] Standard Chartered Bank $115,000,000 The Northern Trust Company $115,000,000 Xxxxxxx Xxxxx Bank USA $70,000,000 The Bank of New York Mellon $32,500,000 State Street Bank and Trust Company $32,500,000 TOTAL: US$2,800,000,000 US$500,000,000 US$180,000,000 US$215,000,000 US$750,000,000

Right of Set-off. In addition Subject to any rights now or hereafter granted under applicable law, and not by way the terms of limitation of any such rightsthe Intercreditor Agreement, upon the occurrence and during the continuance of an any Event of Default, the Administrative Agent and each other Agent and each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies Agent or Affiliates of such Lender wherever located) to or for the credit or the account of any Guarantor against any and all of the Borrower against obligations and liabilities Corresponding Obligations of such Person to such Lender hereunder, Guarantor now or hereafter existing under the Notes or the other Credit Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand hereunder under this Guarantee Agreement or any other Loan Document and although such obligations, liabilities or claims, or any of them, Corresponding Obligations may be contingent or unmatured, . Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto; provided, that, in the event that any Defaulting Lender shall exercise any such right set-off and application. The rights of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 each Agent and the Lenders each Lender under this Section 21 are in addition to other rights and remedies (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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that such Person were a Agent and such Lender hereunder.may have. NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE ADMINISTRATIVE AGENT’S CONSENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, upon during the occurrence continuance of an any Event of Default, each Lender is hereby authorized by each Grantor at any time and or from time to time, without presentment, demand, protest with prior written consent of Agent and with reasonably prompt subsequent notice to such Grantor (any prior or other contemporaneous notice of any kind (all of which rights to such Grantor being hereby expressly waived), ) to set-set off and to appropriate and to apply any and all deposits (general i) balances held by such Lender at any of its offices for the account of such Grantor or specialany of its Subsidiaries (regardless of whether such balances are then due to such Grantor or its Subsidiaries), and (ii) and any other indebtedness property at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or for the account of such Grantor or any of its Subsidiaries, against and on account of any of the Borrower against obligations and liabilities Obligations of Borrower; provided, that each Lender exercising such Person rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have confirmed to such Lender hereunder, under that such exercise will not prejudice the Notes or rights of the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmaturedLenders, and any amount received as a result of the exercise of such set-off rights shall be deemed shared in accordance with Subsection 3.8 of the Loan Agreement. Any Lender exercising a right to have been made immediately upon set off shall, to the occurrence extent the amount of an Event any such set off exceeds its Revolving Loan Percentage of Default even though the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such charge is made or entered on other Lender's pro rata share of the books of Obligations as would be necessary to cause such Lender subsequent thereto; providedto share such excess with each other Lender in accordance with their respective Revolving Loan Percentages. Each Grantor agrees, thatto the fullest extent permitted by law, in the event that any Defaulting Lender shall may exercise any such its right of setoff, (x) all amounts so to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall be paid over immediately deliver such excess to the Administrative Agent for further application the benefit of all Lenders in accordance with the provisions of Section 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.Revolving Loan Percentages..

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Each Guarantor hereby irrevocably authorizes the occurrence of an Event of DefaultAdministrative Agent, each Lender is authorized and, subject to Section 15, Infogrames U.S. at any time and from time to timetime without notice to such Guarantor or any other Guarantor, without presentmentany such notice being expressly waived by each Guarantor, demand, protest or other notice upon the occurrence and continuance of any kind (all an Event of which rights being hereby expressly waived)Default, to set-set off and to appropriate and apply any and all deposits (general or special) , time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent, such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Infogrames U.S. to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Administrative Agent, such Lender or Infogrames U.S., as the case may be, may elect, against or on account of the obligations and liabilities of such Person Guarantor to the Administrative Agent, the Lenders or Infogrames U.S. hereunder and claims of every nature and description of the Administrative Agent, the Lenders and Infogrames U.S. against such Lender Guarantor, in any currency, whether arising hereunder, under the Notes Credit Agreement, any other Loan Document, the Infogrames Bridge Loan Note or any other Infogrames Bridge Loan Document, as the other Credit DocumentsAdministrative Agent, irrespective of whether any such Lender shall have or Infogrames U.S., as the case may be, may elect, whether or not the Administrative Agent, such Lender or Infogrames U.S., as the case may be, has made any demand hereunder for payment and although such obligations, liabilities or claims, or any of them, and claims may be contingent or unmatured. The Administrative Agent, each Lender and Infogrames U.S. shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent, such Lender or Infogrames U.S., as the case may be, of the proceeds thereof; provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such set-off and application. The rights of the Administrative Agent, each Lender subsequent thereto; providedand Infogrames U.S. under this Section 12 are in addition to other rights and remedies (including, thatwithout limitation, in other rights of set-off) which the event that Administrative Agent, such Lender or Infogrames U.S. may have. The 10 10 proceeds of any Defaulting Lender shall such exercise of any such right of setoff, (x) all amounts so set off shall be paid turned over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 and, pending such payment, shall to 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 applied to 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. Any Person purchasing a participation in the Loans and Commitments hereunder Guaranteed Obligations pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder14.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and its Affiliates and the Issuing Bank and its Affiliates shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or and its Affiliates of such Lender wherever located) and the Issuing Bank and its Affiliates to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes and its Affiliates or the other Credit DocumentsIssuing Bank and its Affiliates, as the case may be, irrespective of whether such Lender and its Affiliates or the Issuing Bank and its Affiliates shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderor the Issuing Bank. Section 10.8.

Right of Set-off. In addition If (a) the Escrowed Remainder has been exhausted, or the escrow pursuant to the Indemnification Escrow Agreement has terminated in accordance with its terms; and (b) any rights now Buyer Indemnitee has made a claim or hereafter granted under applicable law, and not by way claims for Damages in accordance with the terms of limitation this Article 8 for an amount or amounts in aggregate in excess of any the balance of the Escrowed Remainder available at such rights, upon the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived“Excess Damages”), Buyer shall have the right to set-off against the Earnout Consideration (such amounts, the “Earnout Set-Off Amounts”) for any amount of Excess Damages determined to be due and owing to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (includingBuyer Indemnitee in the proportion of the Percentage Ownership of each Equity Holder; provided, without limitationhowever, branchesthat, agencies or Affiliates of such Lender wherever located) to or for the credit avoidance of doubt, Buyer shall not have the right to set-off against the Earnout Consideration under this Section 8.6 with respect to indemnification by the Equity Holders for any Company Warranty Breach (exclusive of any Specified Exception) or pursuant to Section 8.1(e), it being understood and agreed to by the account of parties that the Borrower against obligations and liabilities of such Person Buyer Indemnitees’ sole source recourse with respect to such Lender hereunderindemnification claims shall be the Escrowed Remainder; provided, further, that the liability of each Equity Holder for Damages with respect to any indemnification claim of Buyer Indemnitees under this Section 8.6 shall not exceed such Equity Holder’s Individual Portion. In order to be eligible to set-off against the Notes or Earnout Consideration pursuant to this Section 8.6, Buyer must first notify the other Credit DocumentsEquity Holders’ Representative in writing, irrespective of whether such Lender the Equity Holders’ Representative shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any the right to object to such set-off claims in writing within thirty (30) days, and if the Equity Holders’ Representative so objects the parties shall negotiate in good faith for thirty (30) days, and if the parties are unable to reach agreement, the resolution of conflicts shall be deemed to have been made immediately upon in accordance with the occurrence of an Event of Default even though such charge is made procedures set forth in this Agreement or entered on the books of such Lender subsequent theretoSet-Off Escrow Agreement; provided, thatfurther that Buyer shall withhold an amount equal to all unresolved Earnout Set-Off Amounts (the “Unresolved Earnout Set-Off Amount”) from the Earnout Consideration which is otherwise due and payable pursuant to Section 2.9. Simultaneously with the payment of the Earnout Consideration to the Equity Holders, Buyer, the Equity Holders’ Representative and the Indemnification Escrow Agent shall enter into an escrow agreement in mutually acceptable form (the “Set-Off Escrow Agreement”), Buyer shall deposit the Unresolved Earnout Set-Off Amount in an escrow account pursuant to the Set-Off Escrow Agreement, and such amount shall be disbursed to Buyer or the Equity Holders, in whole or in part, in accordance with the event that any Defaulting Lender shall exercise any such right terms of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent Set-Off Escrow Agreement upon resolution of each claim for further application Excess Damages in accordance with the provisions of Section 3.19 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 this Agreement 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of setSet-off with respect to its participation interest as fully as if such Person were a Lender hereunderOff Escrow Agreement.

Right of Set-off. In addition For the duration of the Note, Buyer shall have the right to withhold and set off against the amount owed to Seller under the Note for any rights now Damages to which any Buyer Indemnified Party may be entitled under this Article 11 or hereafter granted under applicable lawany other documents or agreements contemplated by this Agreement, and not by way of limitation of subject to the following procedure: If any such rights, upon the occurrence of an Event of Default, each Lender is authorized at any time and from time Buyer Indemnified Person makes a claim for indemnity pursuant to time, without presentment, demand, protest or other notice of any kind this Article 11 (all of which rights being hereby expressly waiveda “Set-off Claim”), Buyer shall deliver to setSeller a written notice (a “Set-off and to appropriate and apply any and all deposits (general or specialNotice”) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing setting forth in reasonable detail the obligations owing amount, nature and basis of the Set-off Claim by the Buyer Indemnified Person. If Buyer has not received a written objection to such Defaulting Lender as Set-off Claim or portion thereof or the amount of such Set-off Claim from Seller within ten (10) Business Days following Seller’s receipt of such notice, the parties hereby agree that the amount owed to Seller by Buyer under the Note shall be immediately reduced by an amount equal to the amount of such Set-off Claim. If Seller in good faith delivers to Buyer a written objection (a “Dispute Notice”) to any Set-off Claim or portion thereof or the amount of such claim within ten (10) Business Days following Seller’s receipt of such Set-off Notice, then the amount due to Seller under the Note shall not be reduced for such a Set-off Claim until (i) the parties agree in writing to reduce the amount due to Seller under the Note in respect of the Dispute Notice, or (ii) a final and non-appealable order of any court of competent jurisdiction determines the amount by which it exercised such right the amount due to Seller under the Note in respect of setoffthe Dispute Notice shall be reduced. Any Person purchasing a participation Notwithstanding the foregoing, if Seller objects in part to the Loans and Commitments hereunder amount of the Set-off Claim, the amount due to Seller under the Note shall, after the lapse of the ten (10) Business Day period, be reduced by an amount equal to the portion of the Set-off Claim not objected to by Seller. Upon the agreement of the parties pursuant to Section 3.13 section (i) or Section 10.3(dan order under section (ii) may exercise all rights of set-off above, the amount owed to Seller under the Note shall be reduced in accordance with respect to its participation interest as fully as if such Person were a Lender hereunderagreement or order.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to any time and from time Loan Party, any such notice being expressly waived by the Loan Parties to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Loan Parties at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) and the Issuing Bank to or for the credit or the account of the Borrower Loan Parties against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes or the other Credit DocumentsIssuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.28(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 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower Representative after any such set-off with respect and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to its participation interest as fully as if give such Person were a notice shall not affect the validity of such set-off and application. Each Lender hereunderand the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and any of their respective Subsidiaries to such Lender or the Issuing Bank.

Right of Set-off. In Each Obligor agrees that, in addition to (and without limitation of) any rights right of setoff, banker's lien or counterclaim the Agent and each of the Lenders may otherwise have, the Agent and each of the Lenders shall be entitled, at their option, to offset balances (general or special, time or demand, provisional or final, and regardless of whether such balances are then due to such Obligor) held by any of them for the account of such Obligor at any of the Agent's or the Lenders' offices, in Dollars or in any other currency, against any amount payable by such Obligor under this Agreement or any Letter of Credit that is not paid when due, taking into account any applicable grace period, in which case it shall promptly notify such Obligors thereof, provided that the Agent's or any Lender's failure to give such notice shall not affect the validity thereof. In furtherance thereof, each Obligor hereby grants to the Agent, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Agent and each of the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property of such Obligor, now or hereafter granted in the possession, custody, safekeeping or control of the Agent or any entity under applicable law, the control of FleetBoston Financial Corporation and not by way its successors and assigns or in transit to any of limitation of them. At any such rights, upon time after the occurrence of an Event of Default, without demand or notice (any such notice being expressly waived by each Lender Obligor), the Agent may setoff the same or any part thereof and apply the same to any liability or obligation of such Obligor even though unmatured and regardless of the adequacy of any other collateral securing such Obligor's obligations hereunder. ANY AND ALL RIGHTS TO REQUIRE THE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES AN OBLIGOR'S OBLIGATIONS HEREUNDER, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF SUCH OBLIGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. At the option of the Agent, if there is authorized at any time and from time to timea separate revolving line of credit, without presentmentline of credit, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)credit facility existing between the Agent and such Obligor, the Agent is irrevocably authorized to set-off and satisfy such Obligor's reimbursement obligation to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, thatLenders, in the event that any Defaulting Lender shall exercise any whole or in part, by making an advance under 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderfacility.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon and not by way of limitation of any such rights, upon after the occurrence of an Event of Default, each Lender is authorized (A) the Borrower hereby authorizes the Bank, at any time and from time to time, without presentmentnotice, demand, protest or other notice of any kind (all of which rights being is hereby expressly waived)waived by the Borrower, and whether or not the Bank shall have declared any credit subject hereto to be due and payable in accordance with the terms hereof, to set-set off against, and to appropriate and apply to the payment of, the Borrower's Obligations (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all deposits amounts owing by the Bank to the Borrower (general whether payable in U.S. dollars or special) and any other indebtedness at any time held or owing by such Lender (includingcurrency, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced), and (B) pending any such set-off shall be deemed action, to have been made immediately upon the occurrence of an Event of Default even though extent necessary, to hold such charge is made or entered on amounts as collateral to secure such Obligations and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as the books of such Lender subsequent thereto; provided, thatBank, in the event that any Defaulting Lender shall exercise any such right of setoffits sole discretion, (x) all amounts so set off shall be paid over immediately may elect. The Borrower hereby grants to the Administrative Agent for further application Bank a security interest in accordance all deposits and accounts maintained with the provisions Bank to secure the payment of Section 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit all Obligations of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly Borrower to the Administrative Agent a statement describing in reasonable detail the obligations owing Bank under this Agreement and all agreements, instruments and documents related to such Defaulting Lender as to which it exercised such right of setoffthis Agreement. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.TO THE EXTENT PERMITTED BY LAW, ANY 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, INTENTIONALLY, AND IRREVOCABLY WAIVED. Exhibit 10.1

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of ---------------- an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Credit Party against obligations and liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any . Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender (or any of its Affiliates); provided, thathowever, in that the event that any Defaulting Lender failure to give such notice shall exercise any not affect the -------- ------- validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. Any Person purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 2.2(c), 3.13 or Section 10.3(d) may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder. The rights of each Lender (and its Affiliates) under this Section 10.2 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set- off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and its Affiliates and the Issuing Bank and its Affiliates shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or and its Affiliates of such Lender wherever located) and the Issuing Bank and its Affiliates to or for the credit or the account of the Borrower against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes and its Affiliates or the other Credit DocumentsIssuing Bank and its Affiliates, as the case may be, irrespective of whether such Lender and its Affiliates or the Issuing Bank and its Affiliates shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderor the Issuing Bank.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon and not by way of limitation of any such rights, upon after the occurrence of an Event of Default, each Lender is authorized (A) the Borrower hereby authorizes the Bank, at any time and from time to time, without presentmentnotice, demand, protest or other notice of any kind (all of which rights being is hereby expressly waived)waived by the Borrower, and whether or not the Bank shall have declared any credit subject hereto to be due and payable in accordance with the terms hereof, to set-set off against, and to appropriate and apply to the payment of, the Borrower's Obligations (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all deposits amounts owing by the Bank to the Borrower (general whether payable in U.S. dollars or special) and any other indebtedness at any time held or owing by such Lender (includingcurrency, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced), and (B) pending any such set-off shall be deemed action, to have been made immediately upon the occurrence of an Event of Default even though extent necessary, to hold such charge is made or entered on amounts as collateral to secure such Obligations and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as the books of such Lender subsequent thereto; provided, thatBank, in the event that any Defaulting Lender shall exercise any such right of setoffits sole discretion, (x) all amounts so set off shall be paid over immediately may elect. The Borrower hereby grants to the Administrative Agent for further application Bank a security interest in accordance all deposits and accounts maintained with the provisions Bank to secure the payment of Section 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit all Obligations of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly Borrower to the Administrative Agent a statement describing in reasonable detail the obligations owing Bank under this Agreement and all agreements, instruments and documents related to such Defaulting Lender as to which it exercised such right of setoffthis Agreement. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderTO THE EXTENT PERMITTED BY LAW, ANY 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, INTENTIONALLY, AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to any Loan Party, any such notice being expressly waived by the each Lender is authorized at any time and from time such to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of such Loan Party at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) and the Issuing Bank to or for the credit or the account of the Borrower and the other Loan Parties against obligations any and liabilities of such Person to all Obligations held by such Lender hereunder, under the Notes or the other Credit DocumentsIssuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender and the Loans Issuing Bank agrees promptly to notify the Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to its participation interest as fully as if give such Person were a notice shall not affect the validity of such set-off and application. Each Lender hereunder.and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and any of their Subsidiaries to such Lender or the Issuing Bank. 110

Right of Set-off. In addition Without limiting any of the obligations of the Borrowers or the rights of the Banks hereunder, if any Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any rights now amount payable by it hereunder or hereafter granted under any Note each Bank may, without prior notice to such Borrower (which notice is expressly waived by it to the fullest extent permitted by applicable law, and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-set off and to appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) and any other indebtedness obligations and liabilities at any time held or owing by such Lender (including, without limitation, branches, agencies Bank or any of its Affiliates of such Lender wherever located) or any branch or agency thereof to or for the credit or the account of the Borrower against obligations and liabilities such Borrower. Each Bank shall promptly provide notice of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off to such Borrower; provided that failure by such Bank to provide such notice shall not give such Borrower any cause of action or right to damages or affect the validity of such set-off and application. If any Bank shall obtain from any Borrower payment of any principal of or interest on a Advance or payment of any other amount under this Agreement or any Note through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Bank shall have received a percentage of the principal of or interest on such Advance or such other amounts then due hereunder by such Borrower to such Bank in excess of its Pro Rata Share thereof, it shall promptly purchase from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Advances or such other amounts, respectively, owing to such other Banks (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time, as shall be deemed equitable, to have been made immediately upon the occurrence end that all the Banks shall share the benefit of an Event such excess payment (net of Default even though any expenses that may be incurred by such charge is made Bank in obtaining or entered preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the books Advances or such other amounts, respectively, owing to each of the other Banks. To such Lender subsequent thereto; provided, that, in end all the event that Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Nothing contained herein shall require any Defaulting Lender shall Bank to exercise any such right or shall affect the right of setoffany Bank to exercise, (x) all amounts so set off shall be paid over immediately to and retain the Administrative Agent for further application in accordance with the provisions benefits of Section 3.19 andexercising, 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 any such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderany other indebtedness or obligation of the Borrowers.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence of an any Event of Default, each Lender the Bank may, and is hereby authorized by the Borrower, at any time and from time to time, to the fullest extent permitted by applicable Laws, and without presentment, demand, protest or other advance notice of to the Borrower (any kind (all of which rights such notice being hereby expressly waivedwaived by the Borrower), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or and any other Indebtedness at any time owing by such Lender (includingthe Bank to, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of, the Borrower against any or all of the Obligations of the Borrower against obligations now or hereafter existing whether or not such Obligations have matured and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether the Bank has exercised any other rights that it has or may have with respect to such Lender shall have made Obligations, including without limitation any demand hereunder and although such obligationsacceleration rights. The aforesaid right of set-off may be exercised by the Bank against the Borrower or against any trustee in bankruptcy, liabilities or claimsdebtor in possession, assignee for the benefit of the creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or such 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 set-off shall not have been exercised by the Bank prior to the making, filing or issuance, or service upon the Bank of, or of notice of, any such petition; assignment for the benefit of themcreditors; appointment or application for the appointment of a receiver; or issuance of execution, may be contingent subpoena, order or unmatured, and warrant. The Bank agrees to promptly notify the Borrower after any such set-off and application, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto; provided, that, set- off and application. The rights of the Bank under this Section 7.4 are 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 addition to the Administrative Agent for further application in accordance with the provisions of Section 3.19 andother rights and remedies (including, pending such paymentwithout limitation, 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoff) which the Bank may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (a) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by the Administrative Agent, such Lender (including, without limitation, branches, agencies Party or Affiliates of such Lender wherever located) Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against obligations any and liabilities all of the Obligations of the Borrower or such Person to such Lender hereunder, other party now or hereafter existing under the Notes or the other Credit Loan Documents, irrespective of whether the Administrative Agent or such Lender Party shall have made any demand hereunder under this Agreement or any Note or Notes and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, thathowever, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 9.10 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 Agent, the Issuing Bank, the Swing Line Bank and the Lenders Lenders, and (y) the Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder TheIf such deposits are not pledged pursuant to a valid security agreement, the prior written consent of the Administrative Agent shall be obtained before any right of set-off shall be exercised. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such other party after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 3.13 or Section 10.3(d) may exercise all 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent and Lender Parties shall have no right to set off with respect against deposits which are subject to its participation a security interest as fully as if such Person were or rights of another lender, or which are held for the benefit of any Person, including any Subsidiary, that is not party to a Lender hereunder.Loan Document. 110

Right of Set-off. In addition (a) The Borrowers hereby grant to any rights now or hereafter granted under applicable lawthe Lender a right of setoff, and not by way of limitation of any such rightsas security for all Obligations to the Lender, upon and against the Borrower Account and all deposits therein. At any time, without demand or notice, from and after the occurrence and during the continuance of an Event of Default, each the Lender is authorized may set off the same or any part thereof and apply the same to any Obligation of the Borrowers to the Lender, even though unmatured and regardless of the adequacy of the Collateral, the Subject Collateral or the Capital Stock of the Policy Subsidiary or any other collateral, securing such Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS OF BORROWERS TO THE LENDER, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Without limiting the generality of the foregoing, if at any time the outstanding principal balance of the Loan plus accrued and from time unpaid interest thereon exceeds the Loan Commitment, the Borrowers shall pay to timethe Lender, without presentmentin immediately available funds, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates the amount of such excess if the Lender wherever located) to or for the credit so requests, or the Lender may charge such amount against any deposit account of the Borrowers with the Lender; provided that the obligation of the Luxembourg Borrower against obligations and liabilities to pay such excess shall exclude the outstanding principal balance of such Person Advances or portions thereof that were used to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, pay Administration Cost or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation accrued interest as fully as if such Person were a Lender hereunderthereon.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Credit Party against obligations and liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any . Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in . Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 3.19 and, pending such payment, shall be segregated made by such Defaulting Lender from (or any of its other funds Affiliates); PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off 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 setoffapplication. Any Person purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder. The rights of each Lender (and its Affiliates) under this Section 10.2 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set-off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In IfIn addition to any rights now or hereafter granted under applicable and remedies of the Agents and the Lenders provided by law, and not by way of limitation of any such rights, upon the occurrence of if an Event of DefaultDefault shall have occurred and be continuing, each Agent, each Lender and each of itstheir respective Affiliates is hereby authorized at any time and from time to time, without presentmentprior notice to the Borrower or any other Obligor, demandany such notice being waived by the Borrower (on its own behalf, protest or other notice on behalf of any kind (all its Subsidiaries and on behalf of which rights being hereby expressly waived)each Obligor) to the fullest extent permitted by law, to set-set off and to 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 or and other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) Affiliate to or for the credit or the account of any Obligor against any of and all the Borrower against obligations and liabilities of any Obligor now or hereafter existing under this Agreement or any other Loan Document held by such Person to such Lender hereunder, under the Notes or the other Credit DocumentsLender, irrespective of whether or not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed or are owed to have been made immediately upon the occurrence of an Event of Default even though such charge is made a branch, 172 office or entered on the books Affiliate of such Lender subsequent theretodifferent from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness. 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) which such Lender or Affiliate may have; provided, that, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 2.15 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yb) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender agrees promptly to notify the Loans Borrower and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Administrative Agent after any such set-off with respect and application made by such Lender; provided that the failure to its participation interest as fully as if give such Person were a Lender hereundernotice shall not affect the validity of such set-off and application.

Right of Set-off. In addition Borrower hereby grants to any rights Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property of Borrower, now or hereafter granted in the possession, custody safekeeping or control of Lender or any entity under applicable lawthe control of Lender (and with respect to the Lender, all deposits, credits, collateral and property, now or hereafter in the possession, custody safekeeping or control Lender or any other entity under control of Lender) and its successors and assigns or in transit to any of them, except for any accounts being held by Borrower in trust or in escrow solely for the benefit of one or more third parties that are not by way Affiliates of limitation of Borrower and in which Borrower has no ownership or beneficial interest. At any such rights, time upon or after the occurrence and during the continuance of an Event of Default, each without demand or notice (any such notice being expressly waived by Borrower), Lender is authorized at may setoff the same or any time part thereof and from time apply the same to time, without presentment, demand, protest any liability or other notice obligation of Borrower even though unmatured and regardless of the adequacy of any kind (all other Collateral of which rights being hereby expressly waived)Borrower securing the Loan. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OF BORROWER WHICH SECURES THE LOAN, to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (includingPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, without limitationCREDITS OR OTHER PROPERTY OF BORROWER, branchesARE HEREBY KNOWINGLY, agencies or Affiliates VOLUNTARILY AND IRREVOCABLY WAIVED. End of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.Article 10

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawlaw or otherwise, and not by way of limitation of any such rights, Borrower hereby grants to the Agent and the Lenders a right of offset, to secure repayment of all amounts owing to the Agent and the Lenders by the Borrower under the Loan Documents, upon any and all monies, securities, collateral or other property of Borrower and the occurrence proceeds therefrom, now or hereafter held or received by the Agent, the Lenders or any entity under the control of an Event the Agent or the Lenders and their respective successors and assigns (including, without limitation, branches and agencies of Defaultthe Agent, or Lenders wherever located), for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of Borrower at any time existing. The Agent and each Lender is hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the Borrower, to set-off offset, appropriate, apply and to appropriate and apply enforce such right of offset against any and all deposits (general items hereinabove referred to against any amounts owing to the Agent or special) and any other indebtedness at any time held or owing Lenders by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Loan Documents, irrespective of whether such Lender the Agent or Lenders shall have made any demand hereunder and although regardless of any other collateral securing such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off amounts. Borrower shall be deemed directly indebted to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Agent and each Lender subsequent thereto; provided, that, in the event that any Defaulting Lender shall exercise any such right full amount of setoff, (x) all amounts so set off shall be paid over immediately owing to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders by the Borrower under this Agreement, the Notes and (y) the Defaulting Lender other Loan Documents, and the Agent and Lenders shall provide promptly be entitled to exercise 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoffset provided for above. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE AGENT OR LENDERS BY THE BORROWER UNDER THE LOAN DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY BORROWER.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Credit Party against obligations and liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any . Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in . Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 3.19 and, pending such payment, shall be segregated made by such Defaulting Lender from (or any of its other funds Affiliates); PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off 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 setoffapplication. Any Person purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 2.2(c), 3.13 or Section 10.3(d) may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder. The rights of each Lender (and its Affiliates) under this Section 10.2 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set-off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawlaw or otherwise, and not by way of limitation of any such rights, each Seller hereby grants to the Agent and each Buyer a right of offset, to secure repayment of all amounts owing to the Agent or any Buyer by the Sellers under the Repurchase Documents, upon any and all monies, securities, collateral or other property of the occurrence Seller and the proceeds therefrom, now or hereafter held or received by the Agent or any Buyer or any entity under the control of an Event the Agent or any Buyer and their respective successors and assigns (including, without limitation, branches and agencies of Defaultthe Agent, each Lender wherever located), for the account of the Seller, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of the Seller at any time existing. Each of the Agent and the Buyers is hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, without presentment, demand, protest or other notice of to any kind (all of which rights being hereby expressly waived)Seller, to set-off offset, appropriate, apply and to appropriate and apply enforce such right of offset against any and all deposits (general or special) and items hereinabove referred to against any other indebtedness at amounts owing to any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit Buyers or the account of Agent by the Borrower against obligations and liabilities of such Person to such Lender hereunder, Sellers under the Notes or the other Credit Repurchase Documents, irrespective of whether such Lender any of the Buyers or the Agent shall have made any demand hereunder and although such obligations, liabilities or claimsamounts, or any of them, may shall be contingent or unmatured, unmatured and regardless of any other collateral securing such set-off amounts. Each Seller shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 directly indebted to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders and (y) Buyers in the Defaulting Lender shall provide promptly full amount of all amounts owing to the Administrative Buyers and the Agent a statement describing in reasonable detail by the obligations owing Sellers under the Repurchase Documents, and Buyer shall be entitled to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in exercise the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoffset provided for above. ANY AND ALL RIGHTS TO REQUIRE ANY OF THE BUYERS OR THE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO ANY OF THE BUYERS OR THE AGENT BY THE SELLERS UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH SELLER.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon (i) the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans and other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 7.01, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set-set off and to appropriate and apply any and all deposits (general FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 110 or special, time or demand, provisional or final) at any time held (other than deposits at any account with respect to which such account states that the Company is acting in a fiduciary capacity) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and liabilities of such Person any other Loan Document to such Lender hereunderLender, under the Notes whether or the other Credit Documents, irrespective of whether not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Loans and other amounts owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation Each Lender agrees promptly to notify the Company after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) which such Person were a Lender hereundermay have.

Right of Set-off. In The Obligor agrees that, in addition to (and without limitation of) any rights right of setoff, banker’s Lien or counterclaim the Agent may otherwise have, the Agent shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final, and regardless of whether such balances are then due to the Obligor) held by it for the account of the Obligor at any of the Agent’s offices, in U.S. Dollars or in any other currency, against any amount payable by the Obligor under this Agreement or any Letter of Credit that is not paid when due, taking into account any applicable grace period, in which case it shall promptly notify the Obligor thereof, provided that the Agent’s failure to give such notice shall not affect the validity thereof. In furtherance thereof, the Obligor hereby grants to the Agent, a continuing Lien, security interest and right of setoff as security for all liabilities and obligations to the Agent, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property of the Obligor, now or hereafter granted in the possession, custody, safekeeping or control of the Agent or any entity under applicable law, the control of the Custodian and not by way its successors and assigns or in transit to any of limitation of them. At any such rights, upon time after the occurrence of an Event of Default, each Lender without demand or notice (any such notice being expressly waived by the Obligor), the Agent may setoff the same or any part thereof and apply the same to any liability or obligation of the Obligor even though unmatured and regardless of the adequacy of any other collateral securing the Obligor’s obligations hereunder. ANY AND ALL RIGHTS TO REQUIRE THE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGOR’S OBLIGATIONS HEREUNDER, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE OBLIGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. At the option of the Agent, if there is authorized at any time and from time to timea separate revolving line of credit, without presentmentline of credit, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for credit facility existing between the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 and the Lenders and (y) Obligor, the Defaulting Lender shall provide promptly Agent is irrevocably authorized to satisfy the Obligor’s reimbursement obligation to the Administrative Agent a statement describing Agent, in reasonable detail the obligations owing to whole or in part, by making an advance under such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderfacility.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawLaw or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of DefaultDefault and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Credit Party against obligations and liabilities of such Person the Credit Parties to such Lender the Lenders hereunder, under the Notes or Notes, the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or 77 unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in the event . The Credit Parties hereby agree 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 Sections 3.8 or Section 10.3(d11.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Each of the Administrative Agent and the Lenders acknowledges that a portion of the deposits and other funds of the Credit Parties and their Subsidiaries held in accounts with the Administrative Agent and the Lenders, if any, may consist of funds owned by one or more Affiliated Practices but held by the Credit Parties and their Subsidiaries on behalf of such Affiliated Practice(s).

Right of Set-off. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, Agent and not each Lender (and each of their respective Affiliates) is hereby authorized by way of limitation of the Guarantor at any such rights, upon the occurrence of time that an Event of Default, each Lender is authorized at any time and from time to timeDefault exists, without presentment, demand, protest notice to the Guarantor or any other Person (any such notice of any kind (all of which rights being hereby expressly waived), to set-set off and to appropriate and apply any and all deposits (deposits, general or specialspecial (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by such Lender (including, without limitation, branches, agencies or any of their Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower Guarantor against obligations and liabilities on account of such Person the Guaranteed Obligations of the Guarantor arising under the Loan Documents to Agent, such Lender hereunderor any of their Affiliates, under the Notes including all Guaranteed Obligations and all claims of any nature or the other Credit Documentsdescription arising out of or in connection with this Guarantee, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due under the Loan Agreement to be due and payable as and even though such Guaranteed Obligations may be contingent or unmatured or (iii) the Collateral for the Guaranteed Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder and although against any accounts of the Guarantor now or hereafter maintained with Agent, such obligations, liabilities Lender or claims, or any Affiliate of any of them, may be contingent but the Guarantor shall not have any claim or unmatured, cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such set-off setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be deemed obligated to have been made immediately upon the occurrence of an Event of Default even though share any such charge is made or entered on the books of such Lender subsequent thereto; provided, that, setoff 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 manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 13.5 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderLoan Agreement.

Right of Set-off. In addition to any rights now or hereafter granted under If the Termination Date has occurred (including by acceleration of the maturity of the Advances in accordance with the terms hereof) and the applicable law, Advances have otherwise become due and have not by way of limitation of any such rights, upon the occurrence of an Event of Defaultbeen paid in full, each Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding in any event deposit or other amounts held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the any Borrower against any and all of the obligations and liabilities of such Person Borrower now or hereafter then due and owing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit DocumentsLender, irrespective of whether or not such Lender shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any obligations of them, such Borrower may be contingent owed to a branch or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books office of such Lender subsequent theretodifferent from the branch or office 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, (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 3.19 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 and the 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of set-off with respect each Lender and its respective Affiliates under this Section 10.20 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its participation interest as fully as if respective Affiliates may have. Each Lender agrees to notify the Company and the Administrative Agent promptly after any such Person were a Lender hereunder.setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application. * * * 119

Right of Set-off. In Notwithstanding any of the terms and provisions contained herein to the contrary, should any claims for indemnification be made by the Purchaser against the Sellers in good faith arising out of the Purchaser’s Indemnification Events pursuant to the provisions of Article XI and the Sellers shall fail to indemnify the Purchaser for the Losses relating thereto within twenty (20) business days thereafter then, in addition to the Purchaser’s rights to satisfy such Losses in accordance with the terms of the Escrow Agreement, the Purchaser shall have the right (but no obligation), in the exercise of its good faith judgment and following written notice and an opportunity to cure to the Sellers’ Representative, to withhold, set-off and deduct the amount of the Losses from or against any payments due to the Sellers’ Representative under any of the Promissory Notes then or thereafter due and payable to the Sellers’ Representative; provided, however, that any amount that may be withheld, set-off or deducted pursuant to this Section 11.5 shall be reduced by any amounts actually paid on such claim to the Purchaser Indemnified Party by the Sellers pursuant to the provisions of this Article XI; provided, further, that if it is finally determined that the Purchaser was not entitled to indemnification pursuant to the provisions of this Article XI, such amount, plus interest thereon accruing as the rate of ten percent (10%) per annum, shall be paid to the Sellers’ Representative in accordance with the terms of the Promissory Notes. This Section 11.5 shall not prohibit, impair, restrict or limit any other rights now or hereafter granted under applicable law, and not by way remedies a Purchaser may have against the Sellers as a result of limitation a breach of any such rightsrepresentation, upon the occurrence warranty or covenant hereunder, whether contractual, at law or in equity. This Section 11.5 shall not prohibit, impair, restrict or limit any other rights or remedies of an Event of Default, each Lender is authorized at any time and from time Seller to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), contest a Purchaser Indemnified Party’s claimed right to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, amounts otherwise due under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderPromissory Notes.

Right of Set-off. In addition Guarantor hereby grants to any rights Purchaser, a lien, security interest and right of set off as security for all Liabilities to Purchaser, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody, safekeeping or control of Purchaser or any entity under applicable law, and not by way the control of limitation Purchaser (including a Purchaser subsidiary) or in transit to any of them. At any such rights, upon time after the occurrence and during the continuance of an Event of Default, each Lender is authorized at without demand or notice, Purchaser may set off the same or any time part thereof and from time apply the same to time, without presentment, demand, protest any liability or other notice obligation of Guarantor even though unmatured and regardless of the adequacy of any kind (all of which rights being hereby expressly waived)other collateral securing the Liabilities. ANY AND ALL RIGHTS TO REQUIRE PURCHASER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (includingPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, without limitationCREDITS OR OTHER PROPERTY OF GUARANTOR ARE HEREBY KNOWINGLY, branchesVOLUNTARILY AND IRREVOCABLY WAIVED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunderGUARANTOR AND PURCHASER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, under the Notes or the other Credit DocumentsTHE NOTE DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, irrespective of whether such Lender shall have made any demand hereunder and although such obligationsINCLUDING CONTRACT, liabilities or claimsTORT, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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 setoffBREACH OF DUTY AND ALL OTHER CLAIMS. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderTHIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Right of Set-off. In addition to any rights now or hereafter granted under applicable lawlaw or otherwise, and not by way of limitation of any such rights, each Seller hereby grants to the Agent and each Buyer a right of offset, to secure repayment of all amounts owing to the Agent or any Buyer by the Sellers under the Repurchase Documents, upon any and all monies, securities, collateral or other property of the occurrence Seller and the proceeds therefrom, now or hereafter held or received by the Agent or any Buyer or any entity under the control of an Event the Agent or any Buyer and their respective successors and assigns (including, without limitation, branches and agencies of Defaultthe Agent, each Lender wherever located), for the account of the Seller, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of the Seller at any time existing. Each of the Agent and the Buyers is hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, without presentment, demand, protest or other notice of to any kind (all of which rights being hereby expressly waived)Seller, to set-off offset, appropriate, apply and to appropriate and apply enforce such right of offset against any and all deposits (general or special) and items hereinabove referred to against any other indebtedness at amounts owing to any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit Buyers or the account of Agent by the Borrower against obligations and liabilities of such Person to such Lender hereunder, Sellers under the Notes or the other Credit Repurchase Documents, irrespective of whether such Lender any of the Buyers or the Agent shall have made any demand hereunder and although such obligations, liabilities or claimsamounts, or any of them, may shall be contingent or unmatured, unmatured and regardless of any other collateral securing such set-off amounts. Each Seller shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 directly indebted to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders and (y) Buyers in the Defaulting Lender shall provide promptly full amount of all amounts owing to the Administrative Buyers and the Agent a statement describing in reasonable detail by the obligations owing Sellers under the Repurchase Documents, and Buyer shall be entitled to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in exercise the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoffset provided for above. ANY AND ALL RIGHTS TO REQUIRE ANY OF THE BUYERS OR THE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO ANY OF THE BUYERS OR THE AGENT BY THE SELLERS 97 UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH SELLER.

Right of Set-off. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, Agent and not each Lender (and each of their respective Affiliates) is hereby authorized by way of limitation of each Guarantor at any such rights, upon the occurrence of time that an Event of Default, each Lender is authorized at any time and from time to timeDefault exists, without presentment, demand, protest notice to any Guarantor or any other Person (any such notice of any kind (all of which rights being hereby expressly waived), to set-set off and to appropriate and apply any and all deposits (deposits, general or specialspecial (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by such Lender (including, without limitation, branches, agencies or any of their Affiliates of such Lender wherever located) to or for the credit or the account of any Guarantor against and on account of the Borrower against obligations and liabilities Guaranteed Obligations of such Person Guarantors arising under the Loan Documents to Agent, such Lender hereunderor any of their Affiliates, under the Notes including all Guaranteed Obligations and all claims of any nature or the other Credit Documentsdescription arising out of or in connection with this Guarantee, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due under the Loan Agreement to be due and payable and even though such Guaranteed Obligations may be contingent or unmatured or (iii) the Collateral for the Guaranteed Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder and although against any accounts of any Guarantor now or hereafter maintained with Agent, such obligations, liabilities Lender or claims, or any Affiliate of any of them, may be contingent but no Guarantor shall have any claim or unmatured, cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such set-off setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be deemed obligated to have been made immediately upon the occurrence of an Event of Default even though share any such charge is made or entered on the books of such Lender subsequent thereto; provided, that, setoff 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 manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 13.5 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderLoan Agreement.

Right of Set-off. 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 If an Event of DefaultDefault 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, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by applicable law, to set-set off and to 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 or owing held, and other obligations (in whatever currency) at any time owing, by such Lender (includingor any such Affiliate, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against any and all of the obligations and liabilities of such Person the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder, under the Notes or the other Credit Documentsits Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any obligations of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made office or entered on the books Affiliate of such Lender subsequent theretodifferent from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat any recovery by any Lender or any Affiliate pursuant to its setoff rights under this Section 8.05 is subject to the provisions of Section 2.15, provided, further, 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 3.19 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Advances owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing a participation The rights of each Lender and its Affiliates under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Agent promptly after any such set-off with respect and application; provided that the failure to its participation interest as fully as if give such Person were a Lender hereundernotice shall not affect the validity of such set-off and application.

Right of Set-off. In addition Borrower hereby grants to any rights Administrative Agent and each Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to Administrative Agent and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody safekeeping or control of Administrative Agent or any Lender or any entity under applicable lawthe control of Administrative Agent or any Lender, and not their respective successors and assigns or in transit to any of them, other than third-party custodial accounts maintained by way of limitation of Borrower at Administrative Agent or any such rights, upon the each Lender. Upon occurrence of an Event of DefaultDefault with respect to the payment of any Obligation or in the performance of any of its duties under the Loan Documents, each Administrative Agent or any Lender is authorized may, as determined in such party’s sole discretion, without Notice to or demand on Borrower (which Notice or demand Borrower expressly waives), set-off, appropriate or apply any property of Borrower held at any time and from time to timeby Administrative Agent or such Lender, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held owed by Administrative Agent or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of a Borrower, against the Borrower against obligations Obligations, whether or not those Obligations have matured and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether or not such Administrative Agent or such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, under this Agreement or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent theretoother Loan Document; 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 3.19 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 (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of seteach Lender and the Administrative Agent under this Section 10.5 are in addition to other rights and remedies (including other rights of setoff) that such Lender or Administrative Agent may have. Each Lender and the Administrative Agent 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. ANY AND ALL RIGHTS TO REQUIRE ADMINISTRATIVE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH NON-off with respect to its participation interest as fully as if such Person were a Lender hereunderCUSTODIAL DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Credit Party against obligations and liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any . Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, in . Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 3.19 and, pending such payment, shall be segregated made by such Defaulting Lender from (or any of its other funds Affiliates); PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off 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 setoffapplication. Any Person 103 purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 2.5(c), 3.13 or Section 10.3(d) may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder. The rights of each Lender (and its Affiliates) under this Section 10.2 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set-off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default, each any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without presentment, demand, protest or other notice of to the Borrower (any kind (all of which rights such notice being hereby expressly waived), to set-off waived by the Borrower) and to appropriate the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or and other Indebtedness at any time owing by such Lender (including, without limitation, branches, agencies Agent or Affiliates of such Lender wherever located) or any of their respective Affiliates to or for the credit or the account of the Borrower against any and all obligations and liabilities of such Person to such Lender hereunder, the Borrower either now or hereafter existing under the Notes or the other Credit Documentsany Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (xa) all amounts so set off shall be paid over immediately to the 737240988 Administrative Agent for further application in accordance with the provisions of Section 3.19 3.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agents and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing a participation Each Agent and each Lender agrees to notify the Borrower promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 9.05 are in addition to the Loans other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoff) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. In addition Borrower hereby grants to any rights Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under applicable law, and not by way the control of limitation Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any such rights, upon time after the occurrence and during the continuance of an Event of Default, each Lender is authorized at without demand or notice, Collateral Agent or the Lenders may set off the same or any time part thereof and from time apply the same to time, without presentment, demand, protest any liability or other notice obligation of Borrower even though unmatured and regardless of the adequacy of any kind (all other collateral securing the Obligations; provided that Collateral Agent shall use commercially reasonable efforts to promptly notify Borrower in writing of which any such set- off. Notwithstanding the foregoing, in no event shall Collateral Agent’s failure to notify Borrower pursuant to the foregoing sentence cause or result in any breach of this Agreement, subject Collateral Agent or any Lender to any liability or in any way limit or restrict any rights being hereby expressly waived)or remedies available to Collateral Agent or any Lender pursuant to 116496009v12 030690.000085 this Agreement, to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held Loan Document or owing by such Lender (includingotherwise. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, without limitationPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, branchesCREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderVOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not remedies of the Lenders provided by way of limitation of any such rightsLaw, upon the occurrence and during the continuance of an any Event of Default, the Collateral Agent and each Lender is are authorized at any time and from time to time, without presentmentprior notice to the Borrowers or any other Grantor, demand, protest or other any such notice being waived by the Borrowers (on their own behalf and on behalf of any kind (all of which rights being hereby expressly waived)each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held by, and other Indebtedness at any time then due and owing by, the Collateral Agent or owing by such Lender (includingLender, without limitationas the case may be, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower respective Grantor against obligations any and liabilities of such Person all Obligations then due and owing to the Collateral Agent or such Lender hereunder, under the Notes now or the other Credit Documentshereafter existing, irrespective of whether or not such Lender shall have made any demand hereunder under this Agreement and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon unmatured or denominated in a currency different from that of the occurrence of an Event of Default even though such charge is made applicable deposit or entered on the books of such Lender subsequent theretoIndebtedness; provided, that, 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 Collateral Agent for further application in accordance with the provisions of Section 3.19 8.04 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 Collateral Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Collateral Agent a statement describing in reasonable detail the obligations Obligations then due and owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Any Person purchasing Notwithstanding anything to the contrary contained herein, no Lender shall have a participation right to set off and apply and deposits held or other Indebtedness owing by such Lender to or for the credit or the account of any Grantor which is a CFC or FSHCO. Each Lender agrees promptly to notify the relevant Grantor and the Collateral Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, each Lender under this Section 6.08 are in the Loans addition to other rights and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all remedies (including other rights of set-off with respect to its participation interest as fully as if off) that the Collateral Agent and such Person were a Lender hereundermay have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at without prior notice to the Borrower, any time and from time such notice being expressly waived by the Borrower to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)the extent permitted by applicable law, to set-set off and to appropriate and apply any and against all deposits (general or special, time or demand, provisional or final) and any other indebtedness of the Borrower at any time held or other obligations at any time owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations any and liabilities of all Obligations held by such Person to such Lender hereunder, under the Notes or the other Credit DocumentsLender, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 2.25(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 and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in Each Lender agrees promptly to notify the Loans Administrative Agent and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of the Borrower after any such set-off with respect and any application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its participation interest as fully as if Subsidiaries to such Person were a Lender hereunderLender.

Right of Set-off. In addition Notwithstanding any other provision in this Agreement, Buyer shall have the right to set off, in direct order of maturity, against any payments due under this Agreement any and all amounts owed to Buyer pursuant to the Stock Acquisition Agreement or pursuant to any rights now other agreement, or hereafter granted ancillary document, by reason of Shareholder’s breach of a representation, warranty, or obligation under applicable the Stock Acquisition Agreement or by reason of a breach by Shareholder of a representation, warranty or obligation under any ancillary Document or Agreement, including but not limited to the Covenant of Non Competition and the Employment Agreement, provided that Buyer shall provide Shareholders with written notice of the amount to be set off and the reasons therefore (a “Set-Off Notice”) at any time prior to the date or dates on which Buyer intends to apply a set-off from the amount due under this provision. If, after its receipt of a Set-Off Notice and payment by Buyer of any amount due under this Agreement less the amount set-off by Buyer, Shareholder disagrees with the amount of or reason for the set-off specified in a Set-Off Notice, Shareholder shall be prohibited from declaring the obligations under this Agreement, or any ancillary document including but not limited to the Covenant of Non Competition and the Employment Agreement, by reason of the set-off, to be in default and, upon Shareholder’s notice thereof to Buyer, the parties shall attempt to resolve the matter in good faith. Failing such resolution, Shareholder may seek an equitable resolution in a court of law, and during such time as the matter is pending and until the matter is finally and judicially resolved, Shareholder shall be prohibited from declaring the obligations under this Agreement, or any ancillary document including but not limited to the Covenant of Non Competition and the Employment Agreement, by way reason of limitation of any such rights, upon the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)set-off, to be in default. If Buyer exercises its right of set-off in good faith and to appropriate and apply any and it is subsequently determined that such exercise was unwarranted, Buyer shall promptly pay all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmaturedamounts improperly set off, and any upon such set-off payment Buyer shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, that, be 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 full compliance with the provisions of Section 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderunder this Note.

Right of Set-off. 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 If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by Applicable Law, to set-set off and to 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 or and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Swingline Lender (including, without limitation, branches, agencies or Affiliates of any such Lender wherever located) Affiliate to or for the credit or the account of the Borrower against obligations any and liabilities all of such Person the Obligations of the Borrower to such Lender, the Issuing Lender hereunder, under the Notes or the other Credit DocumentsSwingline Lender or any of their respective Affiliates, irrespective of whether or not such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate shall have made any demand hereunder under this Agreement or any other Loan Document and although such obligations, liabilities or claims, or any Obligations of them, the Borrower may be contingent or unmatured, and any such set-off shall be deemed unmatured or are owed to have been made immediately upon the occurrence of an Event of Default even though such charge is made a branch or entered on the books office of such Lender, the Issuing Lender, the Swingline Lender subsequent theretoor such Affiliate 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 3.19 10.4 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, 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 obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all The rights of set-off with respect each Lender, the Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to its participation interest as fully as if other rights and remedies (including other rights of setoff) that such Person were a Lender, the Issuing Lender, the Swingline Lender hereunderor their respective Affiliates may have. Each Lender, the Issuing Lender and the Swingline 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.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower any Credit Party against obligations and liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsDocuments or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any . Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender (or any of its Affiliates); provided, thathowever, in that the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. Any Person purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 2.2(c), 3.13 or Section 10.3(d) may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder. The rights of each Lender (and its Affiliates) under this Section 10.2 are in addition to (and not in limitation of) any other rights end remedies (including other rights of set-off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In addition Borrower hereby grants to any rights Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter granted in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under applicable law, and not by way the control of limitation Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any such rights, upon time after the occurrence and during the continuance of an Event of Default, each Lender is authorized at without demand or notice, Collateral Agent or the Lenders may set off the same or any time part thereof and from time apply the same to time, without presentment, demand, protest any liability or other notice obligation of Borrower even though unmatured and regardless of the adequacy of any kind (all other collateral securing the Obligations, provided that Collateral Agent shall use commercially reasonable efforts to promptly notify Borrower in writing of which any such set- off. Notwithstanding the foregoing, in no event shall Collateral Agent’s failure to notify Borrower pursuant to the foregoing sentence cause or result in any breach of this Agreement, subject Collateral Agent or any Lender to any liability or in any way limit or restrict any rights being hereby expressly waived)or remedies available to Collateral Agent or any Lender pursuant to this Agreement, to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held Loan Document or owing by such Lender (includingotherwise. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, without limitationPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, branchesCREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; 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 3.19 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 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderVOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence of an and during the continuance of any Event of Default, each Lender is the Holders may, and are hereby authorized by the Obligors, at any time and from time to time, without presentmentto the fullest extent permitted by applicable Laws, demandand Without Notice to the Obligors, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or and any other Indebtedness at any time owing by such Lender (includingany Holder to, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of, the Obligors against any or all of the Borrower against obligations and liabilities Obligations of such Person the Obligors owed to such Lender hereunder, under the Notes Holder now or the other Credit Documents, hereafter existing whether or not such Obligations have matured and irrespective of whether any Holder has exercised any other rights that it has or may have with respect to such Lender shall have made Obligations, including without limitation any demand hereunder and although acceleration rights. The aforesaid right of set-off may be exercised by such obligationsHolder against the Obligors or against any trustee in Bankruptcy, liabilities or claimsdebtor in possession, assignee for the benefit of the creditors, receiver, or execution, judgment or attachment creditor of the Obligors, or such 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 set-off shall not have been exercised by such Holder prior to the making, filing or issuance, or service upon such Holder of, or of notice of, any such petition; assignment for the benefit of themcreditors; appointment or application for the appointment of a receiver; or issuance of execution, may be contingent subpoena, order or unmaturedwarrant. To the extent that any Holder elects to exercise its rights hereunder, and such Holder agrees to promptly notify the Company after any such set-off and application, provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent thereto; provided, that, set-off and application. The rights of the Holders under this Section are 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 addition to the Administrative Agent for further application in accordance with the provisions of Section 3.19 andother rights and remedies (including, pending such paymentwithout limitation, 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. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoff) which the Holders may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower Guarantor against obligations and liabilities of such Person the Guarantor to such Lender (and its Affiliates) hereunder, under the Notes or Notes, under the other Credit DocumentsLoan Documents or otherwise, irrespective of whether such Lender (or Affiliate) shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any unnzatured. Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books hooks of such Lender subsequent thereto. Each Lender agrees promptly to notify the Guarantor after any such set-off and application made by such Lender (or any of its Affiliates); provided, thathowever, in that the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.19 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 and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. Any Person person purchasing a participation Participation Interest in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) the applicable provisions of the Amended Agreement may exercise all rights of set-off setoff with respect to its participation interest Participation Interest as fully as if such Person person were a Lender. The rights of each Lender hereunder(and its Affiliates) under this Section 22 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set-off) that such Lender may have under applicable law or otherwise.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law, Buyer and not by way of limitation of any such rightsits Affiliates (the “Buyer Parties”) shall have the right, upon the occurrence and during the continuance of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)notice, to set-off claims and to appropriate and or apply any and all deposits (general of money or special) and property or any other indebtedness Debt at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) the Buyer Parties to or for the credit or of the account of Guarantor or Seller against and on account of the Borrower against obligations and liabilities of such Person to such Lender hereunder, Guarantor or Seller under the Notes Agreement or the other Credit Documentsthis Guaranty, irrespective of whether such Lender or not Buyer shall have made any demand hereunder and although such obligationswhether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or claimsSeller to the Buyer Parties with respect to any other Transaction. The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the Buyer Parties, whether under the Agreement, this Guaranty, under a Transaction, or under any of themother agreement between the parties, may be contingent or unmaturedotherwise, and whether or not such obligations are then due, without prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and application made by the Buyer Parties; provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. Notwithstanding anything to the contrary contained herein or in any Principal Agreement, if Seller, Parent Guarantor, Guarantor or any of their respective Affiliates (other than Excluded Subsidiaries) (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer or Portfolio Hedge counterparty (each such entity, an “Buyer Entity”), such Buyer Entity may, without prior notice, aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; providedand (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. Buyer agrees promptly to notify Guarantor after any such set-off and application made by any Buyer Entity; provided that the failure to give such notice shall not affect the validity of such set-off and application. Guarantor agrees that it shall instruct any counterparty to a Portfolio Hedge that has been pledged to Buyer pursuant to Section 4 and in connection with the security interest granted therein pursuant to Section 4, thatto, in the event that any Defaulting Lender shall exercise any such right an Event of setoff, (x) all Default has occurred and is continuing under the Agreement and amounts so set off shall be paid over immediately are due and owing to Guarantor pursuant to the Administrative Agent for further application terms of such Portfolio Hedge(s), including any payments in respect of the termination thereof, remit any and all such amounts directly to Buyer, who shall apply such amounts in accordance with the provisions of in accordance with Section 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 4.8 of the Administrative Agent and Agreement, subject to Section 4.13 of the Lenders and (y) the Defaulting Lender Agreement. Guarantor further agrees that Guarantor shall provide promptly deliver, on or prior to the Administrative Agent a statement describing in reasonable detail the obligations owing pledging such Portfolio Hedge to such Defaulting Lender as to which it exercised such right of setoff. Any Person purchasing a participation in the Loans and Commitments hereunder Buyer pursuant to Section 3.13 or 4, evidence to Buyer that (i) such instruction has been made, (ii) such counterparty has acknowledged and agreed to such instruction, and (iii) such counterparty has acknowledged the grant, pledge and assignment of Guarantor’s rights (but not its obligations) under such Portfolio Hedge and agreed that such grant, pledge and assignment does not violate any restrictions related thereto set forth in such Portfolio Hedge. Buyer and Guarantor intend and agree that all such payments pursuant to this Section 10.3(d) may exercise all 5 shall be “settlement payments” as such term is defined in Bankruptcy Code Section 741(8). The rights of Buyer under this Section 5 are in addition to other rights and remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderoff) which it may have.