Common use of Rights of Set-Off Clause in Contracts

Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiary, in accordance with the provisions of this Section 9.4. The rights of Administrative Agent and each Lender under this Section 9.4 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of In addition to the Lender's Liens, each Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiaryeach Borrower, in accordance with the provisions of this Section 9.49.3. The rights of Administrative Agent and each Lender under this Section 9.4 9.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by any Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that such Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of any Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 Page 75 83 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Each Borrower and each Guarantor Subsidiary agreeagrees, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative the Agent and the Lenders each Lender the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative the Agent or any Lender to Borrower or any Guarantor SubsidiaryBorrower, in accordance with the provisions of this Section 9.4. The rights of Administrative Agent and each Lender under this Section 9.4 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law setoff) which the Agent or equity) that Administrative Agent and each such Lender may have under law at law, in equity, or by agreement. (b) Upon the occurrence and during the continuance continuation of any Event of Default, the Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, at its option, without notice notice, demand or demand and without liabilityliability to Borrower, any Guarantor or any other Person, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative the Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by the Agent or any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained provided in Section 10.14 hereof, this Agreement regardless of whether such Lender (acting through the Agent) shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes its Note and although such obligations Obligations may be unmatured. (c) If any Lender (a "BENEFITTED LENDER") shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, or otherwise), in a greater proportion than any such payment to or Collateral received by any other Lender, if any, in respect of such other Lender's Obligations owing to it, or interest thereon, such benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Obligations owing to it, or shall provide such other Lenders with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably in accordance with their respective Obligations owing to each Lender; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Borrower and each Guarantor Subsidiary agreeagrees that any Lender so purchasing a participation from a Lender pursuant to this Section may, to the fullest extent it may effectively do so under applicable permitted by law, that each Lender and any holder exercise all of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise its rights of setoff or counterclaim and other rights payment (including the right of set-off) with respect to such participation as fully as if such holder of a participation Person were a the direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of In addition to the Lenders' Liens, each Borrower and the each Guarantor Subsidiaries hereby expressly grants grant to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to any Borrower or any Guarantor SubsidiaryGuarantor, in accordance with the provisions of this Section 9.48.3. The rights of Administrative Agent and each Lender under this Section 9.4 8.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by any Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that such Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of any Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof9.18, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Each Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of In addition to the Lender's Liens, Borrower and the each Guarantor Subsidiaries hereby expressly grants grant to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor SubsidiaryGuarantor, in accordance with the provisions of this Section 9.49.3. The rights of Administrative Agent and each Lender under this Section 9.4 9.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries Borrowers hereby expressly grants grant to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor SubsidiaryBorrower, in accordance with the provisions of this Section 9.48.3. The rights of Administrative Agent and each Lender under this Section 9.4 8.3 are in ----------- ----------- addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary Borrowers into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has Borrowers have informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary Borrowers against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 9.14 hereof, regardless of whether such Lender shall have made any ------------ demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary Each of the Borrowers agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of In addition to the Lender's Liens, Borrower and the each Guarantor Subsidiaries hereby expressly grants grant to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor SubsidiaryGuarantor, in accordance with the provisions of this Section 9.49.3. The rights of Administrative Agent and each Lender under this Section 9.4 9.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of In addition to the Lender's Liens, each Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiaryeach Borrower, in accordance with the provisions of this Section 9.49.3. The rights of Administrative Agent and each Lender under this Section 9.4 9.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by any Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that such Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of any Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Each Borrower and each Guarantor Subsidiary agreeagrees, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiary, in accordance with the provisions of this Section 9.4. The rights of Administrative Agent and each Lender under this Section 9.4 are in addition to other rights and CREDIT AGREEMENT (Camden Bridge Loan) PAGE 33 remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor SubsidiaryBorrower, in accordance with the provisions of this Section 9.48.3. The rights of Administrative Agent and each Lender under this Section 9.4 8.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 9.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agreeagrees, to the fullest extent it may effectively do so under applicable lawLaw, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiary, in accordance with the provisions of this Section SECTION 9.4. The rights of Administrative Agent and each Lender under this Section SECTION 9.4 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section SECTION 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. (a) Each of In addition to the Lender's Liens, Borrower and the each Guarantor Subsidiaries hereby expressly grants grant to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor SubsidiaryGuarantor, in accordance with the provisions of this Section 9.49.3. The rights of Administrative Agent and each Lender under this Section 9.4 9.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each which such Lender may have under law or by agreement. (b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness CREDIT AGREEMENT PAGE 77 84 at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.

Rights of Set-Off. 14.1 In the event that prior to the expiry of (i) the sixth anniversary of Completion in the case of the Tax Deed or the Tax Warranties or (ii) the second anniversary of Completion in the case of the Warranties (other than the Tax Warranties) ("the Set-Off Expiry Date") the Purchaser shall have given notice to the Vendors of a Claim or Claims under the Warranties, and/or the Tax Deed then the following provisions shall at the sole option of the Purchaser apply: (a) Each of Borrower and to the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at extent that any time held such Claim or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiary, Claims shall have been settled (in accordance with Clause 14.2) but shall not have been paid by or on behalf of the provisions Vendors prior to the Set-Off Expiry Date, the Purchaser shall be entitled (but not obliged) to treat its obligations hereunder to satisfy the Further Consideration (if and to the extent not then already satisfied) as being reduced pro tanto by the amount to the extent settled of this Section 9.4. The rights of Administrative Agent and each Lender under this Section 9.4 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law such Claim or equity) that Administrative Agent and each Lender may have under law or by agreement.Claims; (b) Upon to the occurrence extent that any such Claim or Claims shall not have been settled then on receipt by the Purchaser prior to the Set-Off Expiry Date of an opinion of a Queen's Counsel (instructed in accordance with Clause 14.4) to the effect that, on the balance of probabilities, the Purchaser will recover in respect of such Claim or Claims, and during that the continuance amount of any Event such Claim or Claims is a reasonable estimate of Defaultthe amount which will be payable by the Vendors, each Lender the Purchaser shall be entitled to set-off the amount claimed by the Purchaser thereto against the Further Consideration, provided that such amount is hereby authorized at any time placed on deposit in the joint names of the Purchaser and from time to timethe Vendors on the date on which, but for the exercise of such right of set off, such amount would otherwise have fallen due for payment to the fullest extent permitted Vendors, pending settlement of the Claim. Following settlement of the Claim if the amount upon deposit exceeds the amount of the settlement, the excess together with the interest accrued in the joint deposit account which relates to such excess in respect of the period from the Set-off Expiry Date down to the date of payment, shall be released from the joint deposit account and paid to the Vendors within seven days of such settlement and the balance of any such interest shall be released to the Purchaser. 14.2 A Claim shall be regarded as settled for the purposes of Clause 14.1 if either: (a) the Vendors and the Purchaser (or their respective solicitors) shall so agree in writing; or (b) a Court has awarded judgment in respect of the Claim and no right of appeal lies in respect of such judgment or the parties are debarred whether by lawpassage of time or otherwise from exercising any such right of appeal. 14.3 For the avoidance of doubt nothing contained in Clause 14.2 shall prejudice the right of the Purchaser to make any Claim against the Vendors under the Warranties or the Tax Deed, at nor shall any amount placed on deposit in accordance with Clause 14.1(b) be taken as limiting the amount of any lawful claim under the Warranties or the Tax Deed. 14.4 The selection of the Queen's Counsel for the purposes of Clause 14.1(b) shall be made by the Purchaser after agreement with the Vendors and failing agreement within fourteen days of notification by the Purchaser of its optionselection on the application of either the Purchaser or the Vendors by the Chairman of the Bar Council. The Queen's Counsel shall be instructed by the Purchaser's Solicitors. The Purchaser shall supply to the Vendors a copy of such instructions to Counsel and the Vendor shall have the right to make written representations to Counsel. 14.5 If the opinion of the Queen's Counsel is required by the Purchaser and such Queen's Counsel decides that on the balance of probabilities the Purchaser will recover in respect of the Claim or Claims, without notice or demand the costs of such Queen's Counsel shall be borne equally by the Purchaser and without liabilitythe Vendors. If the Queen's Counsel decides that on the balance of probabilities the Purchaser will not so recover, the costs of such Queen's Counsel shall be borne by the Purchaser. 14.6 The Purchaser shall in addition be entitled to set off and apply against the Further Consideration the amount of any and all deposits sum agreed or determined to be payable pursuant to (general i) Clause 6.2 of this Agreement or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds (ii) Clause 12 of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, Agreement to the agreements contained extent that any such sum still remains unpaid. 14.7 Other than as provided in Section 10.14 hereofClauses 14.1 to 14.6 inclusive, regardless of whether such Lender shall have made any demand all amounts paid by the Purchaser to the Vendors under this Agreement or shall be paid by the Notes or Purchaser on the Competitive Bid Notes due date without regard to any right of set-off to which it would, but for this Clause 14, be entitled and although except as set out in this Clause 14, the Purchaser hereby irrevocably waives any such obligations may right of set-off. For the avoidance of doubt nothing in this Clause 14 shall be unmaturedtaken to prohibit the Purchaser from exercising any right of counterclaim. (c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.