Common use of Right of Set-Off, Sharing of Payments, Etc Clause in Contracts

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default or if the Borrower becomes insolvent, however evidenced, the Borrower authorizes each Lender at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand hereunder and although the Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt notice to the Borrower following such exercise.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during During the continuance of any Event of Default and in addition to (and without limitation of) any right of set-off, banker's lien, or if the Borrower becomes insolventcounterclaim any Lender may otherwise have, however evidenced, the Borrower authorizes each Lender (at its option but only with the prior written consent of all Lenders) may, and is hereby authorized by Borrowers to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Borrowers (any such notice being hereby expressly waivedwaived by Borrowers), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower Borrowers against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise During the continuance of any Event of Default, the Lenders may, and is hereby authorized to, at any time and from time to time, without notice to Borrowers (any such rights notwithstanding notice being expressly waived by Borrowers), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of Borrowers against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify Borrowers, Collateral Agent and Administrative Agent promptly after any such set-off and application made by the Lenders provided that the amounts concerned may be expressed in different currencies and each Lender is authorized failure to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt give such notice to Borrowers shall not affect the Borrower following validity of such exerciseset-off and application.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if the Borrower becomes insolventcounterclaim any Agent, however evidencedany Lender may otherwise have, the Borrower authorizes each Agent, each Lender may, and is hereby authorized by the Credit Parties to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Credit Parties (any such notice being hereby expressly waivedwaived by the Credit Parties), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) Person to or for the credit or the account of the Borrower Credit Parties against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Agent or Lender shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A During the continuance of any Event of Default, each Agent, each Lender may exercise may, and are hereby authorized to, at any time and from time to time, without notice to the Credit Parties (any such rights notwithstanding that notice being expressly waived by the amounts concerned may be expressed in different currencies Credit Parties), to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Person to or for the credit or the account of the Credit Parties against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent, Lender shall have made any demand hereunder or thereunder. Each Agent and each Lender is authorized agrees to effect notify the Borrower, the Collateral Agent and the Administrative Agent promptly after any necessary conversions at a market rate of exchange selected such set-off and application made by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt such Person, provided that the failure to give such notice to the Borrower following shall not affect the validity of such exerciseset-off and application. The rights of the Agents and the Lenders under this SECTION 14.06 are in addition to other rights and remedies which such Person may have.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default or of if the Borrower becomes insolvent, however evidenced, the Borrower authorizes each Lender at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand hereunder and although the Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a2.12(a) shall provide prompt notice to the Borrower following such exercise.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during During the continuance of any Event of Default and in addition to (and without limitation of) any right of set-off, banker's lien, or if counterclaim any Lender may otherwise have, each Lender (at its option but only with the prior written consent of all Lenders) may, and is hereby authorized by the Borrower becomes insolventto, however evidenced, the Borrower authorizes each Lender at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by the Borrower), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise such rights notwithstanding that During the amounts concerned may be expressed in different currencies continuance of any Event of Default, the Lenders may, and each Lender is are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Borrower following (any such exercisenotice being expressly waived by the Borrower), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of the Borrower against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify the Borrower, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by the Lenders PROVIDED that the failure to give such notice to the Borrower shall not affect the validity of such set-off and application.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if counterclaim any Lender may otherwise have, each Lender may, and is hereby authorized by the Borrower becomes insolventto, however evidenced, the Borrower authorizes each Lender at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Obligors (any such notice being hereby expressly waivedwaived by each Obligor), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower Obligors against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise During the continuance of any Event of Default, the Lenders may, and are hereby authorized to, at any time and from time to time, without notice to the Obligors (any such rights notwithstanding notice being expressly waived by each Obligor), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of the Obligors against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify the Obligors, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by the Lenders, provided that the amounts concerned may be expressed in different currencies failure to give such notice to the Obligors shall not affect the validity of such set-off and each Lender is authorized to effect any necessary conversions at a market rate application. The rights of exchange selected by it. A Lender exercising its rights the Lenders under this Section 2.11(a) shall provide prompt notice 13.06 are in addition to other rights and remedies which the Borrower following such exerciseLenders may have.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during During the continuance of any Event of Default and in addition to (and without limitation of) any right of set-off, banker's lien, or if the Borrower becomes insolventcounterclaim any Lender may otherwise have, however evidenced, the Borrower authorizes each Lender (at its option but only with the prior written consent of all Lenders) may, and is hereby authorized by Borrower to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by Borrower), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise During the continuance of any Event of Default, the Lenders may, and is hereby authorized to, at any time and from time to time, without notice to Borrower (any such rights notwithstanding notice being expressly waived by Borrower), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of Borrower against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify Borrower, Collateral Agent and Administrative Agent promptly after any such set-off and application made by the Lenders provided that the amounts concerned may be expressed in different currencies and each Lender is authorized failure to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt give such notice to Borrower shall not affect the Borrower following validity of such exerciseset-off and application.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if the Borrower becomes insolventcounterclaim any Lender may otherwise have, however evidenced, the Borrower authorizes each Lender may, and is hereby authorized by the Credit Parties to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Credit Parties (any such notice being hereby expressly waivedwaived by the Credit Parties), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower Credit Parties against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise such rights notwithstanding that During the amounts concerned may be expressed in different currencies continuance of any Event of Default, the Lenders may, and each Lender is are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Credit Parties (any such notice being expressly waived by the Credit Parties), to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of the Credit Parties against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify the Administrative Borrower, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by the Lenders, provided that the failure to give such notice to the Administrative Borrower following shall not affect the validity of such exerciseset-off and application. The rights of the Lenders under this SECTION 14.06 are in addition to other rights and remedies which the Lenders may have.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during During the continuance of any Event of Default and in addition to (and without limitation of) any right of set-off, banker's lien, or if the Borrower becomes insolventcounterclaim any Lender may otherwise have, however evidenced, the Borrower authorizes each Lender (at its option but only with the prior written consent of all Lenders) may, and is hereby authorized by Borrower to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by Borrower), to the fullest extent permitted by law, set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such the Lender Group shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A During the continuance of any Event of Default, the Lender may exercise Group may, and is hereby authorized to, at any time and from time to time, without notice to Borrower (any such rights notwithstanding notice being expressly waived by Borrower), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender Group to or for the credit or the account of Borrower against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lender Group shall have made any demand hereunder or thereunder. The Lender Group agrees to notify Borrower, Collateral Agent, and Administrative Agent promptly after any such set-off and application made by the Lender Group provided that the amounts concerned may be expressed in different currencies and each Lender is authorized failure to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt give such notice to Borrower shall not affect the Borrower following validity of such exerciseset-off and application.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if counterclaim any Lender may otherwise have, each Lender may, and is hereby authorized by the Borrower becomes insolventto, however evidenced, the Borrower authorizes each Lender at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by the Borrower), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise such rights notwithstanding that During the amounts concerned may be expressed in different currencies continuance of any Event of Default, the Lenders may, and each Lender is are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Borrower following (any such exercisenotice being expressly waived by the Borrower), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held for the credit or the account of the Borrower against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify the Borrower and the Administrative Agent promptly after any such set-off and application made by the Lenders, provided that the failure to give such notice to the Borrower shall not affect the validity of such set-off and application. The rights of the Lenders under this Section 14.06 are in addition to other rights and remedies which the Lenders may have.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during during, the continuance of any Event of Default or if the Borrower becomes insolvent, however evidencedceases to be Solvent, the Borrower authorizes each Lender at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in or participation participations in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand hereunder and although the Obligations, liabilities or claims, or any of them, shall be contingent or unmaturedhereunder. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(aSECTION 2.11(A) shall provide prompt notice to the Borrower following such exercise.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default and in addition to (and without limitation of) any right of set-off, banker's lien, or if the Borrower becomes insolventcounterclaim any Lender may otherwise have, however evidenced, the Borrower authorizes each Lender (at its option but only with the prior written consent of all Lenders) may, and is hereby authorized by Borrower to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by the Borrower) and to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and on account all obligations of the Obligations of the Borrower to such Lender under this Agreement either now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such the Lender Group shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Upon the occurrence and during the continuance of any Event of Default, the Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies Group may, and each Lender is hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Borrower following (any such exercisenotice being expressly waived by the Borrower) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender Group to or for the credit or the account of the Borrower against any and all obligations of either now or hereafter existing under any Loan Document, irrespective of whether or not the Lender Group shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured. The Lender Group agrees to notify the Borrower and Agent promptly after any such set-off and application made by the Lender Group provided that the failure to give such notice to Borrower shall not affect the validity of such set-off and application.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if the Borrower becomes insolventcounterclaim any Agent, however evidencedany Lender and any L/C Issuer may otherwise have, the Borrower authorizes each Agent, each Lender and each L/C Issuer may, and is hereby authorized by the Credit Parties to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Credit Parties (any such notice being hereby expressly waivedwaived by the Credit Parties), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) Person to or for the credit or the account of the Borrower Credit Parties against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Agent, Lender or L/C Issuer shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A During the continuance of any Event of Default, each Agent, each Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is L/C Issuer may, and are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Credit Parties (any such notice being expressly waived by the Credit Parties), to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Person to or for the credit or the account of the Credit Parties against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent, Lender or L/C Issuer shall have made any demand hereunder or thereunder. Each Agent, each Lender and each L/C Issuer agrees to notify the Administrative Borrower, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by such Person, provided that the failure to give such notice to the Administrative Borrower following shall not affect the validity of such exercise.set-off and application. The rights of the Agents, the Lenders and the L/C Issuers under this SECTION 14.06 are in addition to other rights and remedies which such Person may have. 127

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if the Borrower becomes insolventcounterclaim any Lender may otherwise have, however evidenced, the Borrower authorizes each Lender may, and is hereby authorized by the Credit Parties to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Credit Parties (any such notice being hereby expressly waivedwaived by the Credit Parties), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower Credit Parties against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise such rights notwithstanding that During the amounts concerned may be expressed in different currencies continuance of any Event of Default, the Lenders may, and each Lender is are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Credit Parties (any such notice being expressly waived by the Credit Parties), to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of the Credit Parties against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify the Administrative Borrower, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by the Lenders, provided that the failure to give such notice to the Administrative Borrower following shall not affect the validity of such exercise.set-off and application. The rights of the Lenders under this SECTION 14.06 are in addition to other rights and remedies which the Lenders may have. 109

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default Default, or if the Borrower becomes insolvent, however evidenced, the Borrower authorizes each Lender at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand hereunder and although the Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt notice to the Borrower following such exercise.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if the Borrower becomes insolventcounterclaim any Agent, however evidencedany Lender and any L/C Issuer may otherwise have, the Borrower authorizes each Agent, each Lender and each L/C Issuer may, and is hereby authorized by the Credit Parties to, at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, Credit Parties (any such notice being hereby expressly waivedwaived by the Credit Parties), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) Person to or for the credit or the account of the Borrower Credit Parties against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Agent, Lender or L/C Issuer shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A During the continuance of any Event of Default, each Agent, each Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is L/C Issuer may, and are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Credit Parties (any such notice being expressly waived by the Credit Parties), to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Person to or for the credit or the account of the Credit Parties against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent, Lender or L/C Issuer shall have made any demand hereunder or thereunder. Each Agent, each Lender and each L/C Issuer agrees to notify the Administrative Borrower, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by such Person, provided that the failure to give such notice to the Administrative Borrower following shall not affect the validity of such exerciseset-off and application. The rights of the Agents, the Lenders and the L/C Issuers under this SECTION 14.06 are in addition to other rights and remedies which such Person may have.

Right of Set-Off, Sharing of Payments, Etc. (a) RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default Default, and in addition to (and without limitation of) any right of set-off, banker’s lien or if counterclaim any Lender may otherwise have, each Lender may, and is hereby authorized by the Borrower becomes insolventto, however evidenced, the Borrower authorizes each Lender at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by the Borrower), to set the fullest extent permitted by law, set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in at any currency time held and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and on account of the all Obligations of the Borrower to such Lender under this Agreement now or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, irrespective of whether or not such Lender the Lenders shall have made any demand hereunder or thereunder and although the Obligations, liabilities or claims, or any of them, shall such obligations may be contingent or unmatured. A Lender may exercise such rights notwithstanding that During the amounts concerned may be expressed in different currencies continuance of any Event of Default, the Lenders may, and each Lender is are hereby authorized to, at any time and from time to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt time, without notice to the Borrower following (any such exercisenotice being expressly waived by the Borrower), to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders to or for the credit or the account of the Borrower against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lenders shall have made any demand hereunder or thereunder. The Lenders agree to notify the Borrower, the Collateral Agent and the Administrative Agent promptly after any such set-off and application made by the Lenders, provided that the failure to give such notice to the Borrower shall not affect the validity of such set-off and application. The rights of the Lenders under this Section 14.06 are in addition to other rights and remedies which the Lenders may have.