Common use of Right of Set-off Clause in Contracts

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off set‑off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off set‑off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwiselaw, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, hereunder or under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans Advances and the Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off set‑off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off set‑off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any a Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries a Credit Party against obligations and liabilities of a Credit Party to such Borrower to the Lenders Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Each Credit Party hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c14.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.28.2, the Administrative Agent, each Lender and each L/C Issuer is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) or such L/C Issuer to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, Obligations irrespective of whether the Administrative Agent Agent, the L/C Issuers or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claimsBorrower Obligations, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.29.02, each Lender Lender, to the extent permitted by law, is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such each Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.09 or 11.03(e) or 3.8 may exercise all rights of set-off with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness Indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c11.3(d) or 3.8 3.9 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter ---------------- granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender Agent, each Letter of Credit Issuer and each Bank is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind (all of which rights to Holdings or 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) and any other indebtedness Indebtedness at any time held or owing by such Lender Agent, such Letter of Credit Issuer and such Bank (including, without limitation, branches, by branches and agencies or Affiliates of such Lender Agent, such Letter of Credit Issuer and such Bank wherever located) to or for the credit or the account of any Holdings or the Borrower or its Subsidiaries any other Guarantor against obligations and on account of the Obligations and liabilities of Holdings or the Borrower or any other Guarantor to such Borrower to the Lenders hereunderAgent, such Letter of Credit Issuer and such Bank under the Notes, this Agreement or under any of the other Credit Documents Documents, including, without limitation, all interests in Obligations purchased by such Bank pursuant to Section 13.06(b), and all other claims of any nature or otherwisedescription arising out of or connected with this Agreement or any other Credit Document, irrespective of whether the Administrative Agent or the Lenders not such Agent, such Letter of Credit Issuer and such Bank shall have made any demand hereunder and although such obligationssaid Obligations, liabilities or claims, or any of them, may shall be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 3.7(b) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Revolving Loan Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 9.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 10.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the commencement of remedies described in Section 9.2continuation thereof, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates affiliates of such Lender which are at least 50% owned by such Lender or its parent company wherever located) to or for the credit or the account of any either Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 Section 3.12 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the First Mortgage Bonds, the other Credit Documents Documents, the FMB Mortgage or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries the Credit Parties against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an and during the continuance of any Event of Default and Default, the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held by or owing by such to the Lender (including, without limitation, limitation branches, agencies or Affiliates of such the Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against the obligations and liabilities of such the Borrower to the Lenders Lender hereunder, under the Notes, the other Credit Documents Note or otherwise, irrespective of whether the Administrative Agent or the Lenders Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such the Lender subsequent thereto. The Borrowers hereby agree that Lender agrees to notify the Borrower subsequent to any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of such set-off with respect to its participation interest as fully as if such Person were a Lender hereunderor application.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders such Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.16 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. It is specifically acknowledged and agreed that no right of set-off shall be exercised against accounts identified as holding tenant deposit accounts.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Following the exercise of its rights under this Section 11.2, such Lender shall make reasonable efforts to notify the Borrower and/or the relevant Credit Party.

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 of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwiseEach of the Administrative Agent, each Lender, and not by way of limitation each Affiliate (including each branch office thereof) of any such rightsof them is hereby authorized, upon the occurrence without notice or demand (each of an Event of Default and the commencement of remedies described in Section 9.2which is hereby waived by each Credit Party), each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice time during the continuance of any kind (all Event of which rights being hereby expressly waived)Default and to the fullest extent permitted by Applicable Law, to set off and to appropriate and apply any and all deposits (whether general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender (including, without limitation, branches, agencies or any of their respective Affiliates of such Lender wherever located) to or for the credit or the account of the Borrowers or any Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents Party against any Obligation of any Credit Party now or otherwisehereafter existing, irrespective whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender shall exercise any such right of whether setoff without the prior consent of the Administrative Agent or the Lenders Required Lenders. Each of the Administrative Agent and each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall have made not affect the validity of such setoff and application. The rights under this Section 12.2 are in addition to any demand hereunder other rights and although such obligationsremedies (including other rights of setoff) that the Administrative Agent, liabilities or claimsthe Lenders, or any of themtheir Affiliates and the other Secured Parties, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderhave.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.12 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and continuation of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waivedwaived to the extent permitted by law), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Following the exercise of its rights under this Section 11.2, such Lender shall make reasonable efforts to promptly notify the Borrower and/or the relevant Credit Party.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply (subject to Section 3.13) any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. It is specifically acknowledged and agreed that no right of set-off shall be exercised against accounts identified as holding tenant deposit accounts or transfer agent accounts which represent obligations to third parties.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Each of the Credit Parties hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c11.3(d) or 3.8 Section 3.14 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, Notes the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 9.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender Bank is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation, branches, agencies or Affiliates of such Lender Bank wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders such Bank hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender Bank subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c10.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender Bank hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Revolving Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each New Credit Agreement Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such New Credit Agreement Lender (including, without limitation, limitation branches, agencies or Affiliates of such New Credit Agreement Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the New Credit Agreement Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the New Credit Agreement Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 3.9 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a New Credit Agreement Lender hereunder.

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 of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower Credit Party or any of its Subsidiaries against obligations and liabilities the Credit Party Obligations of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseParty, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Credit Party Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the First Mortgage Bonds, the other Credit Documents Documents, the FMB Mortgage or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.28.2 hereof, each Lender Bank is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender Bank (including, without limitation, limitation branches, agencies or Affiliates of such Lender Bank wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders such Bank hereunder, under the Revolving Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Bank shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender Bank subsequent thereto. The Borrowers hereby agree that any Person purchasing Amounts received by a participation in the Loans and Commitments hereunder Bank pursuant to an exercise of rights under this Section 11.3(c) or 3.8 may exercise all rights are subject to the sharing provisions of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.Section

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off set‑off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off set‑off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an any Event of Default and Default, to the commencement of remedies described in Section 9.2fullest extent permitted by law, each Lender is hereby authorized by the Obligors at any time and or from time to time, without presentmentwith notice to the Obligors and to each other Lender, demandthe Board, protest or other notice of any kind (all of which rights being hereby expressly waived)the Agent, the Collateral Agent and the Loan Administrator, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness Indebtedness at any time held or owing by such that Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Obligor against and on account of the obligations and liabilities of such Borrower Obligor to that Lender under this Agreement, the Lenders hereunderFirst Lien Guaranty, under the Notes and the other Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the First Lien Guaranty, the Notes, the or any other Credit Documents or otherwiseLoan Document, irrespective of whether the Administrative Agent or the Lenders not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 7.2 and although such obligations, liabilities or claimssaid obligations and liabilities, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Each of the Credit Parties hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.29.02, each Lender Lender, to the extent permitted by law, is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such each Lender (including, without limitation, limitation branches, agencies or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.09 or 11.03(e) or 3.8 may exercise all rights of set-off with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each the Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such the Lender (including, without limitation, branches, agencies or Affiliates of such the Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders Lender hereunder, under the NotesNote, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such the Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 11.3 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a the Lender hereunder.

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 of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 3.9 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) ), 3.7 or 3.8 3.15 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderhereunder and any such set-off shall reduce the amount owed by such Credit Party to the Lender.

Right of Set-off. In addition to any rights addxxxxx xx xxx xights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders such Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.16 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any a Borrower or its Subsidiaries against obligations and liabilities of such a Borrower to the Lenders such Lender hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Each Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.14 or Section 9.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries a Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 4.13 or Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, Upon the occurrence and not by way of limitation during the continuance of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender of the Banks is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of to Borrower (any kind (all of which rights such notice being hereby expressly waived)waived by Borrower) and to the fullest extent permitted by law, to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by such Bank(s) and any and all other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever locatedBank(s) to or for the credit or the account of Borrower against any Borrower or its Subsidiaries against obligations and liabilities all of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, Borrower's Obligations irrespective of whether the Administrative Agent or the Lenders not such Bank(s) shall have made any demand hereunder or under any of the other Transaction Documents and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured, and . Each of the Banks agrees to promptly notify Borrower after any such set-off and application made by such Bank(s), provided, however, that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. The Borrowers hereby agree that rights of the Banks under this Section 10.02 are in addition to any Person purchasing a participation in the Loans other rights and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all remedies (including, without limitation, other rights of set-off) which the Banks may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of any of the Banks to exercise any right of set-off with respect or counterclaim it may have against Borrower and to its participation interest as fully as if apply the amount subject to such Person were a Lender hereunderexercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

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 of an Event of Default and the commencement of remedies described in Section 9.29.02, each Lender Lender, to the extent permitted by law, is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such each Lender (including, without limitation, branches, agencies or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.09 or 11.03(e) or 3.8 may exercise all rights of set-off with respect to its participation interest Participation Interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Loan Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an any Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 11.3 may exercise all rights of set-off with respect to its it participation interest as fully as if such Person person were a Lender hereunder.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderhereunder to the fullest extent permitted by law.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest protest, or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies agencies, or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries the Credit Parties against obligations and liabilities of the Credit Parties to such Borrower to the Lenders Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities liabilities, or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans Loan and Commitments hereunder pursuant to Section 11.3(c3.16 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Term Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.14 or Section 9.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.210.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower Credit Party or any of its Subsidiaries against obligations and liabilities Credit Party Obligations of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwiseParty, irrespective of whether the an Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, Credit Party Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c12.3(e) or 3.8 Section 4.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the applicable Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.28.2, the Administrative Agent, each Lender and the L/C Issuer is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) or the L/C Issuer to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, Obligations irrespective of whether the Administrative Agent Agent, the L/C Issuer or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claimsBorrower Obligations, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c10.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.agree

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest protest, or other notice of any kind (all of which rights being hereby expressly waived)) to the fullest extent permitted by applicable law, to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies agencies, or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries the Credit Parties against obligations and liabilities of the Credit Parties to such Borrower to the Lenders Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities liabilities, or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.16 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or ---------------- hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which such rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or specialspecific) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, under the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) 2.05(c), 3.13 or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.10.03

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 of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided, however, that no right of set-off shall be exercised against accounts identified as holding tenant security deposits. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.212.1 or 12.2, each Lender holder of Notes is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender holder (including, without limitation, branches, agencies or Affiliates of such Lender holder wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Obligor against obligations and liabilities of such Borrower Obligor to the Lenders hereunder, holders of the Notes under this Agreement and the Notes, the other Credit Financing Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders holders of Notes shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender holder subsequent thereto. The Borrowers Each holder of Notes hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect effected pursuant to its participation interest this Section 22.9 shall be subject to the terms of the Intercreditor Agreement and, if the Intercreditor Agreement shall no longer be in effect, shall be shared among all holders of Notes at the time outstanding in proportion, as fully nearly as if such Person were a Lender hereunderpracticable, to the respective unpaid principal amounts thereof not theretofore prepaid.

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 of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmaturedunmatured or otherwise fully secured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Each Lender hereby agrees that any set-off affected pursuant to this Section 11.2 shall be subject to the terms of the Intercreditor Agreement.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender and the L/C Issuer is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender or the L/C Issuer (including, without limitation, limitation branches, agencies or Affiliates affiliates of such Lender or the L/C Issuer wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to such Lender or the Lenders L/C Issuer hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent such Lender or the Lenders L/C Issuer shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender or the L/C Issuer subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Revolving Commitments hereunder pursuant to Section 11.3(c3.16 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.. DB1/ 97661265.5

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Loan Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an any Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 11.3 may exercise all rights of set-off with respect to its it participation interest as fully as if such Person person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders such Lender hereunder, under the Notes, the other Credit Loan Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans Loans, the Letters of Credit, and Commitments hereunder pursuant to Section 11.3(c2.11(g), Section 9.2 or Section 12.13(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person person were a Lender hereunder.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be , deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Each of the Credit Parties hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an any Event of Default and Default, the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held by or owing by such to the Lender (including, without limitation, limitation branches, agencies or Affiliates of such the Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against the obligations and liabilities of such the Borrower to the Lenders Lender hereunder, under the Notes, the other Credit Documents Note or otherwise, . irrespective of whether the Administrative Agent or the Lenders Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such the Lender subsequent thereto. The Borrowers hereby agree that Lender agrees to notify the Borrower subsequent to any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of such set-off with respect to its participation interest as fully as if such Person were a Lender hereunderor application.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement and continuation of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments Commitment hereunder pursuant to Section 11.3(cSections 3.8 or 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an any Event of Default and Default, the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held by or owing by such to the Lender (including, without limitation, limitation branches, agencies or Affiliates of such the Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against the obligations and liabilities of such the Borrower to the Lenders Lender hereunder, under the Notes, the other Credit Documents Note or otherwise, irrespective of whether the Administrative Agent or the Lenders Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such the Lender subsequent thereto. The Borrowers hereby agree that Lender agrees to notify the Borrower subsequent to any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of such set-off with respect to its participation interest as fully as if such Person were a Lender hereunderor application.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) 11.3(d), 3.7 or 3.8 3.15 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderhereunder and any such set-off shall reduce the amount owed by such Credit Party to the Lender.

Right of Set-off. In Subject to Section 3.12, in addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default which is continuing, unremedied and the commencement of remedies described in Section 9.2unwaived, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders such Lender hereunder, under the Foreign Currency Notes, under the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claimsclaims of such Lender to such Credit Party, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Each of the Credit Parties hereby agree agrees that any Person purchasing a participation in the Foreign Currency Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 Section 3.12 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, Upon the occurrence and not by way of limitation during the ---------------- continuance of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender Bank is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived)to the fullest extent permitted by law, to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies Bank or Affiliates an Affiliate of such Lender wherever located) Bank to or for the credit or the account of any either Borrower or its any of their Subsidiaries against any and all of the obligations of the Borrowers and liabilities of such Borrower to the Lenders hereunder, their Subsidiaries now or hereafter existing hereunder or under the Notes, the other Credit Documents or otherwiseany Collateral Document, irrespective of whether the Administrative Agent or the Lenders not such Bank shall have made any demand hereunder or under any Collateral 100 Document and although such obligations, liabilities or claims, or any of them, obligations may be contingent or unmatured. The rights of the Banks under this Section are in addition to other rights and remedies (including without limitation, and any such other rights of set-off shall be deemed to have been made immediately upon off) which the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent theretoBanks may have. The Borrowers hereby agree agree, to the fullest extent they may effectively do so under applicable law, that any Person purchasing other holder of a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 any Note may exercise all rights of set-off or counterclaim and other rights with respect to its such participation interest as fully as if such Person holder of a participation were a Lender hereunderdirect creditor of the Borrowers or any of their Subsidiaries in the amount of such participation.

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 of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders such Lender hereunder, under the Notes, Notes or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Revolving Commitments hereunder pursuant to Section 11.3(c3.16 or Section 10.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.2, each the Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such the Lender (including, without limitation, branches, agencies or Affiliates of such the Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders Lender hereunder, under the NotesNote, the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such the Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans Loan and Commitments Commitment hereunder pursuant to Section 11.3(c10.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default and the commencement of remedies described in Section 9.27.2, then, to the extent permitted by applicable law, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, or the other Credit Documents or otherwiseDocuments, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree ; provided that promptly following any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of such set-off with respect off, such Lender will provide written notice thereof to its participation interest as fully as if such Person were a Lender hereunderthe Borrower.

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 of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Term Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries a Credit Party against obligations and liabilities of a Credit Party to such Borrower to the Lenders Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto, it being understood, however, that the right of set-off described in this Section 14.2 does not permit set-off against deposits or Indebtedness owing to a Canadian Borrower for obligations or liabilities of a U.S. Borrower. The Borrowers Each Credit Party hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c14.3(c) or 3.8 and whose participation has been disclosed to the Company may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law Law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off set‑off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the any Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender Xxxxxx subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 Participation Purchaser may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, including branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition Addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a a. participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Working Capital Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set- off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Working Capital Lender (including, without limitation, limitation branches, agencies or Affiliates of such Working Capital Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Credit Party to the Working Capital Lenders hereunder, under the Working Capital Revolving Notes, the other Working Capital Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Working Capital Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender Xxxxxx subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Working Capital Revolving Loans and Commitments Working Capital Revolving Loan Committed Amount hereunder pursuant to Section 11.3(c) or 3.8 3.9 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Working Capital Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, The Agent and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is hereby irrevocably authorized at any time and from time to timetime without notice to OCA, without presentment, demand, protest or other any such notice of any kind (all of which rights being hereby expressly waived)waived by OCA, to set off and to appropriate and apply any and all deposits (general or special) , time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Agent or such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of OCA, or any Borrower part thereof in such amounts as the Agent or its Subsidiaries such Lender may elect, against or on account of the obligations and liabilities of such Borrower OCA to the Lenders Agent or such Lender hereunder which are then due and payable and claims of every nature and description of the Agent or such Lender against OCA, in any currency, whether arising hereunder, under the Notes, the any other Credit Documents Document or otherwiseotherwise in connection therewith, irrespective of whether as the Administrative Agent or such Lender may elect, whether or not the Lenders shall have Agent or such Lender has made any demand hereunder for payment. The Agent and although such obligations, liabilities or claims, or any each Lender shall notify OCA promptly of them, may be contingent or unmatured, and any such set-off and the application made by the Agent or such Lender, as the case may be, of the proceeds thereof; provided that the failure to give such notice shall be deemed to have been made immediately upon not affect the occurrence of an Event of Default even though such charge is made or entered on the books validity of such Lender subsequent theretoset-off and application. The Borrowers hereby agree that any Person purchasing a participation rights of the Agent and each Lender under this Section are in the Loans addition to other rights and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all remedies (including, without limitation, other rights of set-off with respect to its participation interest as fully as if off) that the Agent or such Person were a Lender hereundermay have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwiseEach of the Administrative Agent, each Lender, and not by way of limitation each Affiliate (including each branch office thereof) of any such rightsof them is hereby authorized, upon the occurrence without notice or demand (each of an Event of Default and the commencement of remedies described in Section 9.2which is hereby waived by each Credit Party), each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice time during the continuance of any kind (all Event of which rights being hereby expressly waived)Default and to the fullest extent permitted by Applicable Law, to set off and to appropriate and apply any and all deposits (whether general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender (including, without limitation, branches, agencies or any of their respective Affiliates of such Lender wherever located) to or for the credit or the account of the Borrowers or any Borrower or its Subsidiaries against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents Party against any Obligation of any Credit Party now or otherwisehereafter existing, irrespective whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender shall exercise any such right of whether setoff without the prior consent of the Administrative Agent or the Lenders Required Lenders. Each of the Administrative Agent and each Lxxxxx agrees promptly to notify the Borrowers and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall have made not affect the validity of such setoff and application. The rights under this Section 12.2 are in addition to any demand hereunder other rights and although such obligationsremedies (including other rights of setoff) that the Administrative Agent, liabilities or claimsthe Lenders, or any of themtheir Affiliates and the other Secured Parties, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunderhave.

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 of an Event of Default and the commencement of remedies described in Section 9.210.2 hereof, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries any other Credit Party against obligations and liabilities of such the Borrower or any other Credit Party to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Credit Parties hereby agree that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c12.3(c) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any the Borrower or its Subsidiaries against obligations and liabilities of such the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers Borrower hereby agree agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.8 Participation Purchaser may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply (subject to Section 3.13) any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation, limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower or its Subsidiaries Credit Party against obligations and liabilities of such Borrower Person to the Lenders such Lender hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that any Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(c3.13 or Section 11.3(d) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. It is specifically acknowledged and agreed that no right of set-off shall be exercised against accounts identified as holding tenant deposit accounts.