Common use of Setoff Clause in Contracts

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At To the extent permitted by applicable law, regardless of the adequacy of any time collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any deposits or other sums credited by or due from any of the Banks or any of their respective Affiliates are authorizedto any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to the fullest extent permitted by Applicable Law, to or set off by such Bank or such Affiliate against the payment of Obligations and apply any and all deposits (general other liabilities, direct, or specialindirect, time absolute or demandcontingent, provisional due or finalto become due, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agentnow existing or hereafter arising, Issuing of such Borrower to such Bank; provided, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.13 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Bank, and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each of Agentthe Banks agrees with each other Bank that if such Bank shall receive from any Borrower, Issuing whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), 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 Lender Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and each arrangements shall be rescinded and the amount restored to the extent of such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haverecovery, but without interest.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorizedthe Lenders under applicable law, to if the fullest extent permitted by Applicable LawBorrower becomes insolvent, to set off and apply however evidenced, or any Default occurs, any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such any Affiliate of any Lender to or for the credit or the account of a Credit Party against any Obligationsthe Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may part hereof, shall then be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessdue; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ai) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Agent, the L/C Issuer and the Lenders other Lenders, and (bii) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agenteach Lender, Issuing Bank, each Lender the L/C Issuer and each such Affiliate their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender, L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the 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.

Setoff. (a) At Each Lender agrees that if it shall, by exercising any time during an Event right of Defaultset-off or counterclaim or otherwise, Agentreceive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, Issuing Bank, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of their Affiliates are authorizedset-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the fullest extent permitted by Applicable Lawit may effectively do so under applicable law, to set off and apply that any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account holder of a participation in a Loan or Letter of Credit Party against any ObligationsLiability, irrespective of whether or not Agentacquired pursuant to the foregoing arrangements, Issuing Bank, may exercise rights of set-off or counterclaim and other rights with respect to such Lender or participation as fully as if such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to holder of a branch or office participation were a direct creditor of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that Borrower in the event any Defaulting Lender shall exercise any amount of such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveparticipation.

Setoff. (a) At If a Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorizedfrom time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party the Borrower against any Obligationsof and all the Obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or Affiliate, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentunmatured; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.26 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section 11.01 are in addition to other rights and remedies (including other rights of setoff) that which such Person Lender may have.

Setoff. Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of such Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights With respect to the Foreign Borrowers such right of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition setoff is limited to other rights and remedies (including other rights of setoff) that such Person may haveits Foreign Borrower Obligations.

Setoff. Borrower agrees that, in addition to (aand without limitation of) At any time during an Event right of Defaultsetoff, Agentbankers’ lien or counterclaim a Bank may otherwise have, Issuing Bankeach Bank shall be entitled, Lenders, and any of their Affiliates are authorizedat its option, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Note, or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate Payments by Borrower hereunder or under this Section are in addition to the other rights and remedies (including other rights of setoff) that such Person may haveLoan Documents shall be made without setoff or counterclaim.

Setoff. (a) At Regardless of the adequacy of any time collateral, during an the continuance of any Event of DefaultDefault under §12.1(a) or §12.1(b), Agentincluding in connection with any acceleration of the Obligations, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in whatever currencythe possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) at any time held and other obligations (in whatever currency) at any time owing by but with the prior written approval of the Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or such Affiliate to or for otherwise as shall result in each Lender receiving in respect of the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under Notes held by it its proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders Lenders, and (b) the such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At In addition to any rights and remedies of the Banks provided by law, if the Borrower becomes insolvent, however evidenced, or any Default occurs and is continuing, each Bank is authorized at any time during an Event of Defaultand from time to time, Agentwithout prior notice to the Borrower, Issuing Bank, Lenders, and any of their Affiliates are authorized, such notice being waived by the Borrower to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate Bank to or for the credit or the account of a Credit Party the Borrower against any Obligationsand all Obligations owing to such Bank, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, such Lender the Administrative Agent or such Affiliate Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessunmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.8 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (b) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or for any Event of Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At In addition to any rights and remedies of the Banks provided by law, if the any Borrower becomes insolvent, however evidenced, or any Default occurs and is continuing, each Bank is authorized at any time during an Event of Defaultand from time to time, Agentwithout prior notice to such Borrower, Issuing Bank, Lenders, and any of their Affiliates are authorized, such notice being waived by such Borrower to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate Bank to or for the credit or the account of a Credit Party the Borrowers against any Obligationsand all Obligations owing to such Bank, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, such Lender the Administrative Agent or such Affiliate Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessunmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.8 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (b) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each Bank agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. Borrower agrees that, in addition to (aand without limitation of) At any time during an Event right of Defaultsetoff, Agentbankers’ lien or counterclaim a Bank may otherwise have, Issuing Bankeach Bank shall be entitled, Lenders, and any of their Affiliates are authorizedat its option, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Note(s), or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate Payments by Borrower hereunder or under this Section are in addition to the other rights and remedies (including other rights of setoff) that such Person may haveLoan Documents shall be made without setoff or counterclaim.

Setoff. (a) At Without limitation of, any time during an rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, Borrower authorizes each Lender to the fullest extent permitted by Applicable Law, to set off offset and apply any all deposits, credits and deposit accounts (including all deposits (general or specialaccount balances, time or demand, whether provisional or finalfinal and whether or not collected or available, but in whatever currencyall events excluding amounts held in Customer Deposit Accounts) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) toward the payment of the Obligations owing to or for the credit or the account of a Credit Party against any Obligationssuch Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorized, to the fullest extent permitted by Lenders under Applicable Law, from and after the date that the Obligations have been accelerated pursuant to set off Section 8.1.1 (and apply for so long as such acceleration has not been rescinded by the Required Lenders), any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such any Affiliate of any Lender to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations the Borrower may be contingent or unmatured or are owed offset and applied toward the payment of the Obligations owing to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each Lender agrees to notify the Borrower and the Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such setoff and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. (a) At During the continuance of any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, the possession of such Lender or any Affiliate may, without notice to any Borrower (any such Affiliate to or for notice being expressly waived by Borrowers) but with the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office prior written approval of Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender or such Affiliate different shall receive from a Borrower, whether by voluntary payment, exercise of the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (abut excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all amounts so set off of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoff. The rights of Agentrecovery, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may havebut without interest.

Setoff. (a) At any time during If an Event of DefaultDefault shall have occurred and be continuing, Agent, Issuing Bank, Lenders, each Lender and each of its Affiliates is hereby authorized at any of their Affiliates are authorizedtime and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or any such Affiliate to or for the credit or the account of a Credit Party any Guarantor against any Obligationsof and all the Obligations held by such Lender or any of its Affiliates which are then due and payable, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document Guarantee and although such any of the Obligations may be contingent or unmatured or are is owed to a branch branch, office or office Affiliate of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 terms hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate its Affiliates under this Section Article XI are in addition to other rights and remedies (including other rights of setoff) that which such Person Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Guarantor and the Administrative Agent after any such setoff and application by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or for any Event of Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ay) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (bz) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company agrees that at any time during an any Event of DefaultDefault exists, the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorizedeach Lender and, to the fullest extent permitted by Applicable Lawapplicable law, any Affiliate thereof, may apply to set off and apply the payment of any obligations of the Company hereunder, whether or not then due, any and all balances, credits, deposits (general excluding deposits held in a trustee, fiduciary, agency or specialsimilar capacity or otherwise for the benefit of a third party), time accounts or demand, provisional moneys of the Company then or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by thereafter with the Administrative Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAffiliate; provided that in the event if any Defaulting Lender shall exercise any such right of setoffset-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender obligations of the Company as to which it exercised such right of setoffset-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. (a) At In addition to, and without limitation of, any time during an rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault under Section 7.2 occurs and is continuing, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such any Affiliate of any Lender to or for the credit or the account of a Credit Party against any Obligationssuch Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, such Lender shall then be due; provided that this Section 12.1 shall not apply to amounts attributable or such Affiliate shall have made in any demand under this Agreement way related to the clearing and settlement of Visa card products or travelers checks or any other Loan Document transaction for which any Borrower performs clearing or settlement services; and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentprovided further, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.29 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. If (a) At any time during an Event of DefaultDefault shall have occurred and be continuing and (b) the principal of the Loans has been accelerated, Agent, Issuing Bank, Lenders, each Lender is hereby authorized at any time and any of their Affiliates are authorizedfrom time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party the Borrower against any Obligationsof and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations may be contingent unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower a statement describing in reasonable detail the source and amount of any deposits or unmatured or are owed to a branch or office of Agent, Issuing Bank, other obligations owing by such Lender or and the Obligations owing to such Affiliate different from the branch or office holding Lender as to which it exercised such deposit or obligated on such indebtednessright of setoff; provided and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Bank, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Person Lender may have.. 66

Setoff. (a) At any time during Upon the occurrence of an Event of Default, Agentto the extent permitted or not expressly prohibited by applicable Law, Issuing BankBorrower agrees that, Lendersin addition to (and without limitation of) any right of setoff, and any bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the prior written consent of the Required Banks exercised in their Affiliates are authorizedsole discretion, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Note, or any other Loan Document Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event this Section, if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Fronting Banks and the Lenders Banks and (by) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Regardless of the adequacy of any time Collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrower and any securities or other property of the Borrower in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, the possession of such Lender or any Affiliate may, without notice to Borrower (any such Affiliate to or for notice being expressly waived by Borrower) but with the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office prior written approval of Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Lender. Each of the Lenders agrees with each other Lender that if such Lender or such Affiliate different shall receive from Borrower, whether by voluntary payment, exercise of the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all amounts so set off of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoff. The rights of Agentrecovery, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may havebut without interest.

Setoff. (a) At In addition to, and without limitation of, any time during an rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault under Section 7.2 occurs and is continuing, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such any Affiliate of any Lender to or for the credit or the account of a Credit Party against any Obligationssuch Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, such Lender shall then be due; provided that this Section 12.1 shall not apply to amounts attributable or such Affiliate shall have made in any demand under this Agreement way related to the clearing and settlement of Visa card products or travelers checks or any other Loan Document transaction for which any Borrower performs clearing or settlement services; and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentprovided further, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.28 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. (a) At any time during Upon the occurrence of an Event of Default, Agentto the extent permitted or not expressly prohibited by applicable law, Issuing BankBorrower agrees that, Lendersin addition to (and without limitation of) any right of setoff, and any bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the prior written consent of the Required Banks exercised in their Affiliates are authorizedsole discretion, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Notes, or any other Loan Document Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event this Section, if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent Administrative Agent, the Fronting Banks and the Lenders Banks and (by) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced or defined, or any Event of Default occurs, the Borrower authorizes each Lender to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, such Lender are then due and regardless of the existence or such Affiliate shall have made adequacy of any demand under this Agreement collateral, guaranty or any other Loan Document and although such Obligations may be contingent security, right or unmatured or are owed remedy available to a branch or office of Agentany Lender; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, the Swing Line Lender and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At any time during an Event of Default, the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party an Obligor against any Obligations, irrespective of whether or not the Administrative Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided , provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 4.2.1(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have. NOTWITHSTANDING THE FOREGOING, NO LENDER AND NO PARTICIPANT SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY OBLIGOR HELD OR MAINTAINED BY SUCH PERSON WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Setoff. (a) At The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company agrees that at any time during an any Event of DefaultDefault exists, the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorizedeach Lender and, to the fullest extent permitted by Applicable Lawapplicable law, any Affiliate thereof, may apply to set off and apply the payment of any obligations of the Borrowers hereunder, whether or not then due, any and all deposits (general balances, credits, deposits, accounts or special, time moneys of the Borrowers then or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by thereafter with the Administrative Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAffiliate; provided that in the event if any Defaulting Lender shall exercise any such right of setoffset-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, each Issuing Lender and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender obligations of the Borrowers as to which it exercised such right of setoffset-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. (a) At Regardless of the adequacy of any time Collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties and any securities or other property of the Loan Parties in whatever currency) at the possession of Agent or any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate may be applied to or for setoff against the credit payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the account of a Credit Party against any ObligationsLoan Parties, irrespective of whether or not Agent, Issuing Bank, to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off setoff shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 §14.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender may have. Each Lender agrees to notify Borrower and 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.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) to or for secure the credit or Obligations. In addition to, and without limitation of, any rights of the account Lenders under applicable law, if any Event of a Credit Party against any ObligationsDefault occurs and is continuing, irrespective Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Participant, at any time during while an Event of DefaultDefault exists, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, without prior notice to the fullest extent permitted by Applicable LawBorrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Agent, Issuing Banksuch Lender, any such Lender Affiliate of the Agent or such Affiliate Lender, or such Participant, to or for the credit or the account of a Credit Party the Borrower against and on account of any of the Obligations, irrespective of whether or not Agentany or all of the Loans and all other Obligations have been declared to be, Issuing Bankor have otherwise become, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document due and payable as permitted by Section 10.2, and although such Obligations may obligations shall be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event unmatured. If any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 3.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Agent, the Issuing Bank, the Swingline Bank and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At In addition to any time rights and remedies of the Lenders provided by law, each Lender shall have the right, but only with the prior consent of Agent, which consent may be granted or withheld by Agent in its sole and absolute discretion, but without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon the occurrence and during an the continuance of a Default or Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set set-off and apply against any indebtedness, whether matured or unmatured, of Borrower to such Lender, any amount owing from such Lender to Borrower, at or at any time after, the happening of any of the above mentioned events, and as security for such indebtedness, Borrower hereby grants to each Lender a continuing security interest in any and all deposits (general deposits, accounts or specialmoneys of Borrower then or thereafter maintained with such Lender, time or demand, provisional or final, subject in whatever currencyeach case to Section 2.10(b) at any time held and other obligations (in whatever currency) at any time owing hereof. The aforesaid right of set-off may be exercised by Agent, Issuing Bank, such Lender against Borrower or such Affiliate to or for the credit or the account of a Credit Party against any Obligationstrustee in bankruptcy, irrespective of whether or not Agentdebtor in possession, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust assignee for the benefit of Agent and creditors, receiver or execution, judgment or attachment creditor of Borrower or against anyone else claiming through or against Borrower or such trustee in bankruptcy, debtor in possession, assignee for the Lenders and (b) benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoff. The rights set-off shall not have been exercised by such Lender prior to the occurrence of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.a Default or

Setoff. (a) At In addition to, and without limitation of, any time during an Event rights of Defaultthe Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, after obtaining the prior written consent of the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agentany Lender, Issuing Bankany Issuer, such the Swing Line Lender or any such Affiliate to or for the credit or the account of a Credit Party against any Obligationsthe Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, irrespective of the Issuer or the Swing Line Lender whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may part hereof, shall then be contingent or unmatured or are owed to a branch or office of Agentdue; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing BankEach Lender, each Issuer and the Swing Line Lender agree to notify the Borrower and each the Administrative Agent promptly after any such Affiliate under this Section are in addition setoff and application; provided that the failure to other rights give such notice shall not affect the validity of such setoff and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs and is continuing, Borrower authorizes each Lender to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At To the extent permitted by applicable law, regardless of the adequacy of any time collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any deposits or other sums credited by or due from any of the Banks or any of their respective Affiliates are authorizedto any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to the fullest extent permitted by Applicable Law, to or set off by such Bank or such Affiliate against the payment of Obligations and apply any and all deposits (general other liabilities, direct, or specialindirect, time absolute or demandcontingent, provisional due or finalto become due, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agentnow existing or hereafter arising, Issuing of such Borrower to such Bank; provided, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.13 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Bank, and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each of Agentthe Banks agrees with each other Bank that if such Bank shall receive from any Borrower, Issuing whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), 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 Lender Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and each arrangements shall be rescinded and the amount restored to the extent of such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.recovery, but without interest. 61 AMERICAS/2023306744.4

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or for any Event of Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ay) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (bz) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.4891-7239-4657\7 4889-9803-5617\4

Setoff. (a) At any time during Subject to Section 10.19, if an Event of DefaultDefault shall have occurred and be continuing, Agenteach Lender is hereby authorized at any time and from time to time, Issuing Bank, after obtaining the prior written consent of the Administrative Agent (as directed by the Required Lenders, and any of their Affiliates are authorized), to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit any Loan Party against any Obligationsand all of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, and the Lenders Secured Parties, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Person Lender may have. Each Lender agrees to notify the Borrower and the Administrative Agent in writing 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.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorized, to the fullest extent permitted by Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs and is continuing, the Borrower authorizes each Lender and each of their respective Affiliates, with the prior written consent of the Administrative Agent, to set off offset and apply any all deposits, credits and deposit accounts (including all deposits (general or specialaccount balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any of its Affiliates (“Deposits”) toward the payment of the Obligations owing to such Affiliate to or for the credit or the account of a Credit Party against any ObligationsLender, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be part thereof, are contingent or unmatured or are owed to a branch office or office Affiliate of Agent, Issuing Bank, such Lender or such Affiliate different from the branch office or office Affiliate holding such deposit Deposit, and regardless of the existence or obligated on adequacy of any collateral, guaranty or any other security, right or remedy available to such indebtednessLender or the Lenders; provided that in the event if any Defaulting Lender shall exercise any exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.23(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, without prior notice to the fullest extent permitted by Applicable LawBorrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Agent, Issuing Bank, such Lender or any affiliate of the Agent or such Affiliate Lender, to or for the credit or the account of a Credit Party the Borrower against and on account of any of the Obligations, irrespective of whether or not Agentany or all of the Loans and all other Obligations have been declared to be, Issuing Bankor have otherwise become, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document due and payable as permitted by Section 11.2., and although such Obligations may obligations shall be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Regardless of the adequacy of any time collateral, during an the continuance of any Event of DefaultDefault under §12.1(a) or §12.1(b), Agentincluding in connection with any acceleration of the Obligations, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in whatever currencythe possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) at any time held and other obligations (in whatever currency) at any time owing by but with the prior written approval of the Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or such Affiliate to or for otherwise as shall result in each Lender receiving in respect of the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under Notes held by it its proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders Lenders, and (b) the such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.151

Setoff. (a) At In addition to, and without limitation of, any time during an rights of the Lenders under Applicable Law, if any Event of DefaultDefault occurs, Agenteach Guarantor authorizes each Lender, the Issuing Bank, Lenders, and any each of their Affiliates are authorizedrespective Affiliates, with the prior written consent of the Administrative Agent, to the fullest extent permitted by Applicable Law, to set off offset and apply any all deposits, credits and deposit accounts (including all deposits (general or specialaccount balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of such Guarantor with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) toward the payment of the Obligations owing to or for the credit or the account of a Credit Party against any Obligationssuch Lender, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be part thereof, are contingent or unmatured or are owed to a branch office or office Affiliate of Agent, Issuing Bank, such Lender or such Affiliate different from the branch office or office Affiliate holding such deposit Deposit, and regardless of the existence or obligated on adequacy of any collateral, guaranty or any other security, right or remedy available to such indebtednessLender or the Lenders; provided that in the event if any Defaulting Lender shall exercise any exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.23(d) of the Credit Agreement and, pending such 9 payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Bank, and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At any time during an Event Borrower and each other Loan Party agrees that Agent and each Lender have all rights of Default, Agent, Issuing Bank, Lenders, set-off and any of their Affiliates are authorized, to the fullest extent permitted bankers’ lien provided by Applicable Law, and in addition thereto, Borrower and each other Loan Party, agrees that at any time any Event of Default exists, Agent and each Lender may apply to set off the payment of any Obligations of Borrower and apply each other Loan Party due and payable hereunder at such time any and all deposits (general balances, credits, deposits, accounts or special, time moneys of Borrower and each other Loan Party then or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender thereafter with Agent or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 2.6 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations all obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each Lender agrees to notify Borrower and Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such setoff and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.application

Setoff. (a) At any time during Upon the occurrence of an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted or not expressly prohibited by Applicable Law, Xxxxxxxx agrees that, in addition to set off (and apply without limitation of) any and all deposits right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Note, or any other Loan Document Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event this Section, if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Fronting Banks and the Lenders Banks and (by) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At In addition to any time rights and remedies of the Lenders provided by law, upon the occurrence and during an the continuance of a Fund Group Event of Default, Agenteach Lender and the Letter of Credit Issuer is hereby authorized at any time and from time to time, Issuing Bankwithout prior notice to the Borrower or any other obligor, Lenders, any such notice being waived by the Borrower (on its own behalf and any on behalf of their Affiliates are authorized, each obligor) to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate the Letter of Credit Issuer to or for the credit or the account of a Credit Party the Borrowers in such Fund Group against any Obligationsand all of the Obligations (in whatever currency) owing to such Lender or the Letter of Credit Issuer, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, the Administrative Agent or such Lender or such Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or the Letter of Credit Issuer in respect of the Loans to the Fund Parties in such Affiliate Fund Group different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate the Letter of Credit Issuer under this Section 13.02 are in addition to other rights and remedies (including other rights of setoff) that such Person Lender or the Letter of Credit Issuer may have. Each Lender and the Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Each Lender, Issuing Lender and their Affiliates shall, upon the occurrence and during the continuance of any Event of Default described in clauses (ag) At and (h) of Section 9.1 or, with the consent of the Required Lenders, upon the occurrence and during the continuance of any time during an other Event of Default, Agent, Issuing Bank, Lenders, have the right to appropriate and any of their Affiliates are authorized, apply to the fullest extent permitted by Applicable Lawpayment of the Obligations owing to it (whether or not then due), to set off and apply any and all deposits (general balances, credits, deposits, accounts or special, time moneys of the Company then or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, thereafter maintained with such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessSecured Party; provided that, any such appropriation and application shall be subject to the provisions of Section 2.12. Each Lender and Issuing Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by such Person or its Affiliates; provided that, the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.10 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Lender and the Lenders and (by) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate Secured Party under this Section are in addition to other rights and remedies (including other rights of setoffsetoff under law or otherwise) that which such Person Secured Party may have.

Setoff. (a) At any time during Upon the occurrence of an Event of Default, Agentto the extent permitted or not expressly prohibited by applicable law, Issuing BankBxxxxxxx agrees that, Lendersin addition to (and without limitation of) any right of setoff, and any bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the prior written consent of the Required 116 Banks exercised in their Affiliates are authorizedsole discretion, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Notes, or any other Loan Document Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event this Section, if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Administrative Agent and the Lenders Banks and (by) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of such Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Event of Default occurs and is continuing, each Borrower authorizes each Lender to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorizedthe Lenders under applicable law, to the fullest extent permitted by Applicable Lawif any Default occurs, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such Affiliate to or for the credit or the account of a Credit Party against any ObligationsBorrower may be offset and applied toward the payment of the Obligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Lenders, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender may have. Each Lender agrees to notify the applicable 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.

Setoff. (a) At Without limitation of any time during an rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off offset and apply any all deposits, credits and deposit accounts (including all deposits (general or specialaccount balances, time or demand, whether provisional or finalfinal and whether or not collected or available, but in whatever currencyall events excluding amounts held in Customer Deposit Accounts) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) toward the payment of the Obligations owing to or for the credit or the account of a Credit Party against any Obligationssuch Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, are contingent or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. Whenever an Event of Default shall have occurred and be continuing, the Company hereby irrevocably authorizes each Lender to set off the Obligations owed to it (including, without limitation, any participation in the Obligations of other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and credits of the Company with, and any and all claims of the Company related to this Agreement against, such Lender; provided, however, that no Lender may set off against any payment or delivery obligation of such Lender to the Company pursuant to the terms of any transaction evidenced by (a) At any time during an Event of Defaultthe Uncollared Accelerated Stock Buyback transaction dated June 26, Agent2007 between the Company and Xxxxxxx Xxxxx & Co. or (b) the Collared Accelerated Stock Buyback transaction dated June 26, Issuing Bank, Lenders, 2007 between the Company and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of Xxxxxxx Sachs & Co. Such right shall exist whether or not Agent, Issuing Bank, such Lender or such Affiliate the Agent shall have made any demand hereunder or under this Agreement any other Loan Document, whether or not such indebtedness, or any part thereof, or deposits and credits held for the account of the Company is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although such Obligations may be contingent security, right or unmatured or are owed remedy available to a branch or office the Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoffsetoff right, (a) all amounts so set off it shall be paid over immediately to Agent for further application in accordance with notify the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) Company of its exercise of such setoff right; provided, however, that the Defaulting failure of any Lender to provide such notice shall provide promptly to Agent not affect the validity of the exercise of such setoff rights. Nothing in this Agreement shall be deemed a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right waiver or prohibition of setoff. The or restriction on any rights of Agentbanker’s lien, Issuing Bank, each setoff and counterclaim available to any Lender and each such Affiliate under this Section are in addition pursuant to other rights and remedies (including other rights of setoff) that such Person may havelaw.

Setoff. (a) At any time during Upon the occurrence of an Event of Default, Agentto the extent permitted or not expressly prohibited by applicable law, Issuing BankBorrower agrees that, Lendersin addition to (and without limitation of) any right of setoff, and any bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the prior written consent of the Required Banks exercised in their Affiliates are authorizedsole discretion, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Notes, or any other Loan Document Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event this Section, if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent Administrative Agent, the Fronting Banks and the Lenders Banks and (by) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.143

Setoff. (a) At In addition to, and without limitation of, any time during an rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, Borrower authorizes each Lender to the fullest extent permitted by Applicable Law, to set off offset and apply any all deposits, credits and deposit accounts (including all deposits (general or specialaccount balances, time or demand, whether provisional or finalfinal and whether or not collected or available) of the Borrower with such Lender toward the payment of the Obligations, the obligations in whatever currency) at connection with Cash Management Services and the Rate Management Obligations owing to such Lender, whether or not the Obligations, the obligations in connection with Cash Management Services or the Rate Management Obligations, or any time held part thereof, shall then be due and other obligations (in whatever currency) at regardless of the existence or adequacy of any time owing by Agent, Issuing Bank, guaranty right or remedy available to such Lender or such Affiliate to or for the credit or the account of a Credit Party against any ObligationsLenders, irrespective of whether or not Agentprovided, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (a) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (b) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations, the obligations in connection with Cash Management Services and the Rate Management Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each Lender agrees to notify the Borrower and Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice will not affect the validity of Agent, Issuing Bank, each Lender such setoff and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorizedthe Lenders under applicable law, to if the fullest extent permitted by Applicable LawBorrower becomes insolvent, to set off and apply however evidenced, or any Default occurs, any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such Affiliate any of its Affiliates to or for the credit or the account of a Credit Party against the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that such Default has been fully cured, whether or not the Obligations, or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed unmatured. Notwithstanding anything to a branch or office of Agentthe contrary in this Section, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (by) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Participant, at any time during while an Event of DefaultDefault exists, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, without prior notice to the fullest extent permitted by Applicable LawBorrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Agent, Issuing Banksuch Lender, any such Lender Affiliate of the Agent or such Affiliate Lender, or such Participant, to or for the credit or the account of a Credit Party the Borrower against and on account of any of the Obligations, irrespective of whether or not Agentany or all of the Loans and all other Obligations have been declared to be, Issuing Bankor have otherwise become, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document due and payable as permitted by Section 10.2., and although such Obligations may obligations shall be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (aincluding all account balances, whether provisional or final and whether or not collected or available) At of such Borrower with such Lender or any time during an Event Affiliate of Default, Agent, Issuing Bank, Lenderssuch Lender (the “Deposits”). In addition to, and without limitation of, any rights of their Affiliates are authorized, to the fullest extent permitted by Lenders under Applicable Law, if any Borrower is not Solvent, or if any Event of Default occurs, each Borrower authorizes each Lender to set off offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and all deposits (general regardless of the existence or specialadequacy of any collateral, time guaranty or demandany other security, provisional right or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, remedy available to such Lender or such Affiliate to or for the credit or the account of a Credit Party against any ObligationsLenders; provided, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 6.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Agent, the LC Issuer, and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.174 13483422v8

Setoff. (a) At In addition to any time rights and remedies of the Lenders provided by Law, upon the occurrence and during an the continuance of any Event of Default, Agenteach Lender and its Affiliates is authorized at any time and from time to time, Issuing Bankwithout prior notice to the Borrower or any other Loan Party, Lenders, any such notice being waived by the Borrower (on its own behalf and any on behalf of their Affiliates are authorized, each Loan Party and its Subsidiaries) to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) Indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate and its Affiliates to or for the credit or the account of a Credit Party the respective Loan Parties and their Subsidiaries against any Obligationsand all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, such Agent or such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to denominated in a branch or office of Agent, Issuing Bank, such Lender or such Affiliate currency different from that of the branch or office holding such applicable deposit or obligated on such indebtednessIndebtedness; provided that in the event any Defaulting recovery by any Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately or its Affiliates pursuant to Agent for further application in accordance with its setoff rights under this Section 10.09 is subject to the provisions of Section 4.2 and, pending 8.04. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such payment, shall be segregated set off and application made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such setoff and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of Agent, Issuing Bank, the Administrative Agent and each Lender and each such Affiliate under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Person Lender may have.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorizedthe Lenders under applicable law, to if the fullest extent permitted by Applicable LawBorrower becomes insolvent, to set off and apply however evidenced, or any Default occurs, any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent, Issuing Bankeach LC Issuer, such Lender each Lender, each Affiliate of the Administrative Agent, any LC Issuer or such Affiliate any Lender, and each Participant, to or for the credit or the account of a Credit Party against the Borrower may be offset and [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. applied toward the payment of the Obligations owing to the Administrative Agent, such LC Issuer, such Lender, such Affiliate of the Administrative Agent, any ObligationsLC Issuer or any Lender, irrespective of or such Participant, as the case may be, whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due, without prior notice to any other Person, any such notice being hereby expressly waived, but in the case of any LC Issuer, a Lender, an Affiliate of any LC Issuer or any Lender, or a Participant, subject to receipt of the prior written consent of the Required Lenders exercised in their sole discretion. Any Lender taking any such setoff action will use commercially reasonable efforts to provide notice to the Borrower in respect of such action, but it is expressly understood and agreed that (i) any such notice may or may not be prior notice and (ii) the failure of any such Lender or to provide such Affiliate notice shall have made not subject it to any demand liability whatsoever under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveDocument.

Setoff. (a) At Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, without prior notice to the fullest extent permitted by Applicable LawBorrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Agent, Issuing Bank, such Lender or any affiliate of the Agent or such Affiliate Lender, to or for the credit or the account of a Credit Party the Borrower against and on account of any of the Obligations, irrespective of whether or not Agentany or all of the Loans and all other Obligations have been declared to be, Issuing Bankor have otherwise become, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document due and payable as permitted by Section 11.2., and although such Obligations may obligations shall be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Each Lender and each Participant agrees to notify the Borrower and the Administrative Agent promptly after any such Affiliate under this Section are in addition setoff and application; provided that the failure to other rights give such notice shall not affect the validity of 107 US_ACTIVE\122555645\V-4 such setoff and remedies (including other rights application nor give rise to any claim against or liability of setoff) that such Person may haveLender or participant.

Setoff. (a) At In addition to, and without limitation of, any time during an rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault under Section 7.2 occurs and is continuing, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such any Affiliate of any Lender to or for the credit or the account of a Credit Party against any Obligationssuch Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, such Lender shall then be due; provided that this Section 12.1 shall not apply to amounts attributable or such Affiliate shall have made in any demand under this way 81 364-Day Revolving Credit Agreement related to the clearing and settlement of Visa card products or travelers checks or any other Loan Document transaction for which any Borrower performs clearing or settlement services; and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentprovided further, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.29 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of Agent, Issuing Bank, each Lender such set-off and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haveapplication.

Setoff. (a) At Subject to Section 3.2 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender and each Affiliate of the Agent or any Lender, at any time during while an Event of DefaultDefault exists, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, without prior notice to the fullest extent permitted by Applicable LawBorrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or an Affiliate of a Lender subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Agent, Issuing Bank, such Lender or any such Affiliate of the Agent or such Lender, to or for the credit or the account of a Credit Party the Borrower against and on account of any of the Obligations, irrespective of whether or not Agentany or all of the Loans and all other Obligations have been declared to be, Issuing Bankor have otherwise become, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document due and payable as permitted by Section 10.2, and although such Obligations may obligations shall be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event unmatured. If any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 4.2 3.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or for any Event of Default occurs and is continuing, Borrower authorizes each Lender to offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuers, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At If a Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorizedfrom time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party the Borrower against any Obligationsof and all the Obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or Affiliate, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentunmatured; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.26 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section 11.01 are in addition to other rights and remedies (including other rights of setoff) that which such Person Lender may have.

Setoff. (a) At During the continuance of any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, the possession of such Lender or any Affiliate may, without notice to any Borrower (any such Affiliate to or for notice being expressly waived by the credit or Borrowers) but with the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office prior written approval of Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to such Lender. Each Lender agrees with each other Lender that if such Lender or such Affiliate different shall receive from a Borrower, whether by voluntary payment, exercise of the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, or otherwise, and shall retain and apply to 115 the payment of the Note or Notes held by such Lender (abut excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all amounts so set off Lenders with respect to the Notes held by all Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoffrecovery, but without interest. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have§14. AGENT .

Setoff. (a) At any time during Upon the occurrence of an Event of Default, Agentto the extent permitted or not expressly prohibited by applicable law, Issuing BankBxxxxxxx agrees that, Lendersin addition to (and without limitation of) any right of setoff, and any bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the prior written consent of the Required Banks exercised in their Affiliates are authorizedsole discretion, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Notes, or any other Loan Document Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event this Section, if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Administrative Agent and the Lenders Banks and (by) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. If (a) At any time during an Event of DefaultDefault shall have occurred and be continuing and (b) the principal of the Loans has been accelerated, Agent, Issuing Bank, Lenders, each Lender is hereby authorized at any time and any of their Affiliates are authorizedfrom time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party the Borrower against any Obligationsof and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations may be contingent unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower a statement describing in reasonable detail the source and amount of any deposits or unmatured or are owed to a branch or office of Agent, Issuing Bank, other obligations owing by such Lender or and the Obligations owing to such Affiliate different from the branch or office holding Lender as to which it exercised such deposit or obligated on such indebtednessright of setoff; provided and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Banks, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Person Lender may have.

Setoff. (a) At Each Lender, Swingline Bank and LC Issuing Bank may at any time upon or after the occurrence and during the continuance of an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, without notice to the fullest extent permitted by Applicable LawBorrower, to set set-off and apply against the Obligations of the Borrower under this Agreement the whole or any and portion or portions of any or all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing sums credited by Agentor due from such Lender, Swingline Bank or LC Issuing BankBank to the Borrower or subject to withdrawal by the Borrower, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent Person or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessPersons could also withdraw money therefrom; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuing Banks, the Swingline Banks and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender pursuant to this Agreement as to which it exercised such right of setoff. The rights of Agenteach Lender, Swingline Bank and LC Issuing Bank, each Lender and each such Affiliate Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender or LC Issuing Bank may havehave in law or in equity. Each Lender, Swingline Bank and LC Issuing Bank 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.

Setoff. (a) At any time during Whenever an Event of DefaultDefault shall have occurred and be continuing, Agentthe Company hereby irrevocably authorizes each Lender to set off the Obligations owed to it (including, Issuing Bankwithout limitation, Lendersany participation in the Obligations of other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and credits of the Company with, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bankclaims of the Company related to this Agreement against, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of Lender. Such right shall exist whether or not Agent, Issuing Bank, such Lender or such Affiliate the Agent shall have made any demand hereunder or under this Agreement any other Loan Document, whether or not such indebtedness, or any part thereof, or deposits and credits held for the account of the Company is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although such Obligations may be contingent security, right or unmatured or are owed remedy available to a branch or office the Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such setoff right, it shall notify the Agent and the Company of its exercise of such setoff right; provided, however, that the failure of any Lender to provide such notice shall not effect the validity of the exercise of such setoff rights. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any rights of banker’s lien, setoff and counterclaim available to any Lender pursuant to law. If any Lender having outstanding Committed Loans and Bid Loans exercises its right of setoff, (a) all amounts so it shall apply the product of such set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing first to such Defaulting Lender as Lender’s Committed Loans, until its Committed Loans are reduced to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender zero and each such Affiliate under this Section are in addition thereafter to other rights and remedies (including other rights of setoff) that such Person may haveits Bid Loans.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (aincluding all account balances, whether provisional or final and whether or not collected or available) At of the Borrower with such Lender or any time during an Event Affiliate of Default, Agent, Issuing Bank, Lenderssuch Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of their Affiliates are authorized, to the fullest extent permitted by Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, the Borrower authorizes each Lender and each of their respective Affiliates, with the prior written consent of the Administrative Agent, to set off offset and apply any and all deposits (general or specialsuch Deposits toward the payment of the Obligations owing to such Lender, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be part thereof, are contingent or unmatured or are owed to a branch office or office Affiliate of Agent, Issuing Bank, such Lender or such Affiliate different from the branch office or office Affiliate holding such deposit Deposit, and regardless of the existence or obligated on adequacy of any collateral, guaranty or any other security, right or remedy available to such indebtednessLender or the Lenders; provided that in the event if any Defaulting Lender shall exercise any exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.23(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At In addition to any time rights and remedies of the Lenders provided by Law, upon the occurrence and during an the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, Issuing Bankeach Lender is authorized at any time and from time to time, Lenderswithout prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and any on behalf of their Affiliates are authorized, each other Loan Party) to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) Indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate to or for the credit or the account of a Credit Party the respective Loan Parties against any Obligationsand all Loan Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or are owed to denominated in a branch or office of Agent, Issuing Bank, such Lender or such Affiliate currency different from that of the branch or office holding such applicable deposit or obligated on such indebtednessIndebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of Agent, Issuing Bank, the Administrative Agent and each Lender and each such Affiliate under this Section 9.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Person Lender may have.. 115

Setoff. (a) At any time during an Event The Company agrees that the Administrative Agent and each Lender have all rights of Default, Agent, Issuing Bank, Lenderssetoff and bankers’ lien provided by applicable law, and any of their Affiliates are authorizedin addition thereto, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) Company agrees that at any time held any Event of Default exists, the Administrative Agent and other each Lender may apply to the payment of any obligations (in whatever currency) at any time owing by Agentof the Borrowers hereunder, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agentthen due, Issuing Bankall balances, such Lender credits, deposits, accounts or moneys of the Borrowers then or thereafter with the Administrative Agent or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of AgentLender; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Lenders and the Lenders other Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, each Issuing Bank, each Lender and each such Affiliate other Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Issuing Lender, such Lender or their respective Affiliates may have. Each Issuing Lender and each other Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. (a) At In addition to any time rights and remedies of the Lenders provided by law, upon the occurrence and during an the continuance of a Fund Group Event of Default, Agenteach Lender and the Letter of Credit Issuer is hereby authorized at any time and from time to time, Issuing Bankwithout prior notice to the Borrower or any other obligor, Lenders, any such notice being waived by the Borrower (on its own behalf and any on behalf of their Affiliates are authorized, each obligor) to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate the Letter of Credit Issuer to or for the credit or the account of a Credit Party the Borrowers in such Fund Group against any Obligationsand all of the Obligations (in whatever currency) owing to such Lender or the Letter of Credit Issuer, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, the Administrative Agent or such Lender or such Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or the Letter of Credit Issuer in respect of the Loans to the Fund Parties in such Affiliate Fund Group different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate the Letter of Credit Issuer under this Section 13.02 are in addition to other rights and remedies (including other rights of setoff) that such Person Lender or the Letter of Credit Issuer may have.. Each Lender and the Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. 116

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of such Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At In addition to any time during an rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Issuing Bankeach Lender, Lendersthe L/C Issuer, each subsequent holder of any Obligation, and any each of their Affiliates are authorizedrespective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by Applicable Law, setoff and to set off appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, and in whatever currencycurrency denominated, but not including trust accounts) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agentthat Lender, Issuing BankL/C Issuer, such Lender subsequent holder, or such Affiliate affiliate, to or for the credit or the account of a Credit Party the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any Obligationsnature or description arising out of or connected with the Loan Documents, irrespective of whether or not Agent(a) that Lender, Issuing BankL/C Issuer, such Lender or such Affiliate subsequent holder shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any other Loan Document and although such Obligations of them, may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for 115 further application in accordance with the provisions of Section 4.2 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the L/C Issuer and the Lenders and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorized, to the fullest extent permitted by Lenders and the Swingline Lender under Applicable Law, if any Borrower becomes insolvent, however evidenced, or any Default occurs with respect to set off and apply such Borrower, any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such the Swingline Lender or any Affiliate of any Lender or the Swingline Lender to or for the credit or the account of a Credit Party against any Obligationssuch Borrower may be offset and applied toward the payment of the Obligations of such Borrower owing to such Lender or the Swingline Lender, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may part thereof, shall then be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessdue; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ai) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with to the provisions of Section 4.2 Obligations and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Agent, the Issuer, the Swingline Lender and the Lenders other Lenders, and (bii) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Regardless of the adequacy of any time Collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to any Loan Party and any securities or other property of the Loan Parties in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, the possession of such Lender or any Affiliate may, without notice to any Loan Party (any such Affiliate to or for notice being expressly waived by the credit or Loan Parties) but with the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office prior written approval of Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties to such Lender. Each of the Lenders agrees with each other Lender that if such Lender or such Affiliate different shall receive from a Loan Party, whether by voluntary payment, exercise of the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (abut excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all amounts so set off of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoff. The rights of Agentrecovery, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may havebut without interest.

Setoff. (a) At In addition to any time rights and remedies of the Lenders provided by Law, upon the occurrence and during an the continuance of any Event of Default, Agenteach Lender and its Affiliates is authorized at any time and from time to time, Issuing Bankwithout prior notice to the Borrower, Lenders, any such notice being waived by the Borrower (on its own behalf and any on behalf of their Affiliates are authorized, its Subsidiaries) to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) Indebtedness at any time owing by Agent, Issuing Bankby, such Lender or such Affiliate and its Affiliates, to or for the credit or the account of a Credit Party the Borrower and its Subsidiaries against any Obligationsand all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not Agent, Issuing Bank, such Agent or such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a branch right to set off and apply any deposits held or office of Agent, Issuing Bank, other Indebtedness owning by such Lender or its Affiliates, to or for the credit or the account of any Subsidiary of the Borrower which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Affiliate different from Subsidiary is not a direct or indirect subsidiary of the branch or office holding Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such deposit or obligated on set off and application made by such indebtednessLender; provided that in the event any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds setoff and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of Agent, Issuing Bankthe Administrative Agent and, each Lender and each such Affiliate under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and, such Person Lender may have.

Setoff. (a) At Regardless of the adequacy of any time Collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from Agent or any of Lenders to any of the Loan Parties and any securities or other property of the Loan Parties in whatever currency) at the possession of Agent or any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate may be applied to or for setoff against the credit payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the account of a Credit Party against any ObligationsLoan Parties, irrespective of whether or not Agent, Issuing Bank, to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off setoff shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 14.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender may have. Each Lender agrees to notify Borrower and 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.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorizedthe Lenders under applicable law, to the fullest extent permitted by Applicable Lawif any Default occurs, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such Affiliate to or for the credit or the account of a Credit Party against any ObligationsWhirlpool may be offset and applied toward the payment of the Obligations of Whirlpool owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender may have. Each Lender agrees to notify Whirlpool 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.

Setoff. Each Lender and its Affiliates shall, upon the occurrence and during the continuance of any Event of Default described in clauses (ag) At and (h) of Section 9.1 or, with the consent of the Required Lenders, upon the occurrence and during the continuance of any time during an other Event of Default, Agent, Issuing Bank, Lenders, have the right to appropriate and any of their Affiliates are authorized, apply to the fullest extent permitted by Applicable Lawpayment of the Obligations owing to it (whether or not then due), to set off and apply any and all deposits (general balances, credits, deposits, accounts or special, time moneys of the Company then or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, thereafter maintained with such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessSecured Party; provided that, any such appropriation and application shall be subject to the provisions of Section 2.12. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by such Person or its Affiliates; provided that, the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.10 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders and (by) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate Secured Party under this Section are in addition to other rights and remedies (including other rights of setoffsetoff under law or otherwise) that which such Person Secured Party may have.

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of such Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuers and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At any time during If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or any Affiliate of such Affiliate Lender to or for the credit or the account of a Credit any Loan Party against any Obligationsand all of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender or any Affiliate of such Lender, irrespective of whether or not Agent, Issuing Bank, such Lender or any Affiliate of such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section 10.9 are in addition to other rights and remedies (including other rights of setoff) that such Person Lender 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.

Setoff. Borrower agrees that, in addition to (aand without limitation of) At any time during an Event right of Defaultsetoff, Agentbankers’ lien or counterclaim a Bank may otherwise have, Issuing Bankeach Bank shall be entitled, Lendersat its option, and any subject to receipt of the prior written consent of the Required Banks exercised in their Affiliates are authorizedsole discretion, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or it for the credit or the account of a Credit Party Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any Obligations, irrespective of whether or not Agent, Issuing Bank, amount payable by Borrower to such Lender or such Affiliate shall have made any demand Bank under this Agreement or such Bank’s Note, or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Administrative Agent and the Lenders Banks, and (by) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate Payments by Borrower hereunder or under this Section are in addition to the other rights and remedies (including other rights of setoff) that such Person may haveLoan Documents shall be made without setoff or counterclaim.

Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, LendersIn addition to, and without limitation of, any rights of their Affiliates are authorizedthe Lenders under applicable law, to the fullest extent permitted by Applicable Lawif any Default occurs, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Agent, Issuing Bank, such any Lender or such Affiliate to or for the credit or the account of a Credit Party against any ObligationsBorrower may be offset and applied toward the payment of the Obligations of such Borrower (or in the case of any Setoff of amounts owning to or for the credit or account of Whirlpool, irrespective toward the payment of the Obligations of any other Borrower) owing to such Lender, whether or not Agentthe Obligations, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the Issuing Lenders, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person Lender may have. Each Lender agrees to notify the applicable 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.

Setoff. (a) At Without limitation of any time during an rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, Borrower authorizes each Lender to the fullest extent permitted by Applicable Law, to set off offset and apply any all deposits, credits and deposit accounts (including all deposits (general or specialaccount balances, time or demand, whether provisional or finalfinal and whether or not collected or available, but in whatever currencyall events excluding amounts held in Customer Deposit Accounts) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of the Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”) toward the payment of the Obligations owing to or for the credit or the account of a Credit Party against any Obligationssuch Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, are contingent or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuer, and the Lenders Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (a) At any time during an Event of Defaultincluding all account balances, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, whether provisional or final, in whatever currencyfinal and whether or not collected or available) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, of such Borrower with such Lender or any Affiliate of such Affiliate Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to or for offset and apply all such Deposits toward the credit or payment of the account of a Credit Party against any ObligationsObligations owing to such Lender, irrespective of whether or not Agentthe Obligations, Issuing Bankor any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agentthe Lenders; provided, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuers and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At Regardless of the adequacy of any time Collateral and without demand or notice, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply deposits in any and all deposits account (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch at which such deposits are held in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender the possession of the Agent or such Affiliate a Bank may be applied to or for set off against the credit or payment of the account Obligations. Each of a Credit Party against the Banks agrees with each other Bank that (a) if pursuant to any Obligations, irrespective of whether or not Agent, Issuing Bank, agreement between such Lender or such Affiliate shall have made any demand under Bank and the Borrower (other than this Agreement or any other Loan Document and although Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, other than with respect to the Obligations, such Lender or amount shall be applied ratably to such Affiliate different other Indebtedness and to the Obligations, and (b) if such Bank shall receive from the branch or office holding such deposit or obligated on such indebtedness; provided that in Borrower, whether by voluntary payment, exercise of the event any Defaulting Lender shall exercise any such right of setoff, (a) counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Revolving Credit Notes held by such Bank any amount in excess of its ratable portion of the payments received by all amounts so set off of the Banks with respect to the Revolving Credit Notes 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 Revolving Credit Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender extent of such recovery, but without interest. Notwithstanding the foregoing, no Bank shall provide promptly to Agent exercise a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights setoff if such exercise would limit or prevent the exercise of Agentany other remedy, Issuing Bank, each Lender and each such Affiliate under this Section are in addition right to Collateral or other rights and remedies (including other rights of setoff) that such Person may haverecourse against the Borrower.

Setoff. (a) At any time during If an Event of DefaultDefault shall have occurred and be continuing, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, the Borrower authorizes each Lender to the fullest extent permitted by Applicable Law, to set off setoff and apply any and all deposits (general or special, time or demand, in whatever currency denominated, including all account balances, whether provisional or finalfinal and whether or not collected or available, but excluding deposits held in whatever currencya trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any time held part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other obligations (in whatever currency) at any time owing by Agentsecurity, Issuing Bank, right or remedy available to such Lender or the Lenders; provided, that (a) promptly after any such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, setoff and application such Lender or shall give notice to the Borrower (provided further that any failure to give such Affiliate notice shall have made any demand not affect the validity of such setoff and application under this Agreement or any other Loan Document Section), and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that (b) in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, the LC Issuers, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

Setoff. (a) At To the extent permitted by applicable law, regardless of the adequacy of any time collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any deposits or other sums credited by or due from any of the Banks or any of their respective Affiliates are authorizedto any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any successor provision)) may be applied to the fullest extent permitted by Applicable Law, to or set off by such Bank or such Affiliate against the payment of Obligations and apply any and all deposits (general other liabilities, direct, or specialindirect, time absolute or demandcontingent, provisional due or finalto become due, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agentnow existing or hereafter arising, Issuing of such Borrower to such Bank; provided, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.9 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed to be held in trust for the benefit of the Administrative Agent and the Lenders Bank, and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each of Agentthe Banks agrees with each other Bank that if such Bank shall receive from any Borrower, Issuing whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.9, 3.2.2, 4.6, 4.7, 4.9 and 4.11), 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 Lender Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any 44 Americas 91904575 (2K) part of such excess payment is thereafter recovered from such Bank, such disposition and each arrangements shall be rescinded and the amount restored to the extent of such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may haverecovery, but without interest.

Setoff. (a) At During the continuance of any time during an Event of Default, Agent, Issuing Bank, Lenders, any deposits or other sums credited by or due from any of the Holders to the Company and any securities or other property of their Affiliates are authorized, the Company in the possession of such Holder may be applied to the fullest extent permitted by Applicable Law, to or set off by such Holder against the payment of Obligations and apply any and all deposits other liabilities, direct, or indirect, absolute or contingent, due or to become due, now 71 -65- existing or hereafter arising, of the Company to such Holder. Each of the Holders agrees with each other Holder that (general or speciali) if an amount to be set off is to be applied to Indebtedness of the Company to such Holder, time or demand, provisional or final, in whatever currency) at any time other than Indebtedness evidenced by the Notes held and other obligations (in whatever currency) at any time owing by Agent, Issuing Banksuch Holder, such Lender or amount shall be applied ratably to such Affiliate other Indebtedness and to or for the credit or the account of a Credit Party against any ObligationsIndebtedness evidenced by all such Notes held by such Holder, irrespective of whether or not Agent, Issuing Bank, and (ii) if such Lender or such Affiliate Holder shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different receive from the branch or office holding such deposit or obligated on such indebtedness; provided that in Company, whether by voluntary payment, exercise of the event any Defaulting Lender shall exercise any such right of setoff, (a) counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Holder by proceedings against the Company at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Holder any amount in excess of its ratable portion of the payments received by all amounts so set off of the Holders with respect to the Notes held by all of the Holders, such Holder will make such disposition and arrangements with the other Holders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Holder receiving in respect of the Notes held by it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Holder, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoff. The rights of Agentrecovery, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may havebut without interest.

Setoff. (a) At any time during If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, Issuing Bankeach Lender, Lenders, the L/C Issuer and any each of their respective Affiliates are authorizedis hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencycurrency other than accounts held as trust accounts for the benefit of third parties) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, Issuing Banksuch Lender, such Lender the L/C Issuer or any such Affiliate to or for the credit or the account of a Credit Party any Guarantor against any Obligationsand all of the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Loan Document to the Administrative Agent, such Lender or the L/C Issuer, irrespective of whether or not the Administrative Agent, Issuing Bank, such Lender or such Affiliate the L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such Obligations obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, Issuing Bank, such Lender or such Affiliate the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, Issuing Bankeach Lender, each Lender the L/C Issuer and each such Affiliate their respective Affiliates under this Section §7 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Person Lender, the L/C Issuer or their respective Affiliates may have. The Administrative Agent, each Lender and the L/C Issuer agree to notify the applicable Guarantor 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.

Setoff. (a) At any time during If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit any Loan Party against any Obligationsand all of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.2 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent the Administrative Agent, and the Lenders Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Person Lender 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.

Setoff. (a) At Regardless of the adequacy of any time Collateral, during an the continuance of any Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrowers and any securities or other property of the Borrowers in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, the possession of such Lender or may, without notice to any Borrower (any such Affiliate to or for notice being expressly waived by Borrowers) but with the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office prior written approval of Agent, Issuing Bankbe applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender or such Affiliate different shall receive from a Borrower, whether by voluntary payment, exercise of the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (abut excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all amounts so set off of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent rescinded and the Lenders and (b) amount restored to the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoff. The rights of Agentrecovery, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may havebut without interest.