Common use of Set-Off Clause in Contracts

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, with the prior written consent of the Administrative Agent, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower PartiesObligations then due to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default existsDefault, each member of Lender, the Lender Group L/C Issuer and each subsequent holder of the Obligations any Obligation and each of their respective Affiliates is hereby authorized by the each Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties such Borrower, such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group trust accounts or any of its Affiliates premium trust accounts, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt indebtedness at any time held or owing by any member of that Lender, the Lender Group L/C Issuer or any such that subsequent holder or Affiliate to or for the credit or the account of any such Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities Obligations of such Borrower or such Guarantor to that Lender, the Borrower Parties, to any member of L/C Issuer or that subsequent holder or Affiliate under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) that Lender, the Lender Group L/C Issuer or that subsequent holder or Affiliate shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, may be contingent or unmatured provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.6 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such setoff and application.

Set-Off. In addition The Borrower gives and confirms to any rights now each Lender and each Issuer a right of set-off of all moneys, securities and other property of the Borrower (whether special, general or hereafter granted under Applicable Law limited) and not by way of limitation of any such rights, except to the extent limited by Applicable Lawproceeds thereof, at any time that an Event delivered to remain with or in transit in any manner to such Lender or Issuer, its correspondent or its agents from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of Default existssuch Lender or Issuer in any way, each member and also, any balance of any deposit accounts and credits of the Lender Group Borrower with, and each subsequent holder any and all claims of security for the payment of the Obligations is hereby authorized Liabilities owed by the Borrower Parties to such Lender or Issuer, contracted with or acquired by the Lender or Issuer, whether such liabilities and obligations be joint, several, absolute, contingent, secured, unsecured, matured or unmatured, and the Borrower authorizes such Lender or Issuer at any time or from time to timetimes, without prior notice, to apply such money, securities, other property, proceeds, balances, credits of claims, or any part of the foregoing, to such liabilities in such amounts as it may select, whether such Liabilities be contingent, unmatured or otherwise, and whether any collateral security therefor is deemed adequate or not. Each Lender and each Issuer agrees to notify the Agent promptly after any such setoff and application made by such Lender or Issuer; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights described herein shall be in addition to any collateral security described in any separate agreement executed by the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held right of setoff under applicable law or owing by any member of the otherwise which each Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2each Issuer may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, with the prior written consent of the Administrative Agent, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities Obligations of the Borrower Partiesor such Guarantor to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Revolving Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, shall may be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default exists, each member of the Lender Group Purchaser and its Affiliates are each subsequent holder of the Obligations is hereby authorized by the Borrower Parties each Note Party at any time or from time to timetime subject to the consent of the Requisite Purchasers (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Note Party or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of depositprovisional or final, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountwhatever currency) and any other Funded Debt obligations or Indebtedness at any time held or owing by any member of the Lender Group or any such holder Purchaser to or for the credit or the account of any Borrower Party, Note Party against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims Obligations of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any Note Party to such Purchaser hereunder and under the other Loan Document or any Bank Products DocumentNote Documents, irrespective of whether or not (a) the Lender Group such Purchaser shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and Notes or any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Purchaser shall exercise any such right of set off, (x) all amounts so set off shall be unmaturedpaid over immediately to Purchasers for further application in accordance with the provisions of Sections 2.16 and 2.21 and, pending such payment, shall be segregated by such Defaulting Purchaser from its other funds and deemed held in trust for the benefit of Purchasers, and (y) the Defaulting Purchaser shall provide promptly to Purchasers a statement describing in reasonable detail the Obligations owing to such Defaulting Purchaser as to which it exercised such right of setoff. Any sums obtained by any member The rights of each Purchaser and its Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set off) that such Purchaser or its respective Affiliates may otherwise have; provided that upon the appointment of the Lender Group or by Collateral Agent in accordance with the terms hereof, this Agreement and any subsequent holder other Note Document may be amended with the consent of the Obligations Required Purchasers and the Collateral Agent and no consent of Company shall be subject to the application of payments provisions of Article 2required in connection therewith.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation law, upon the occurrence and during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, each Lender is authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party) 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, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held or by, and other indebtedness at any time owing by any member of the by, such Lender Group or any such holder to or for the credit or the account of the respective Loan Parties against any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, all Obligations owing to any member of the such Lender Group hereunder or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsDocument, including, but not limited to, all claims of any nature now or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made demand under this Agreement or any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving other Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Document and although said obligations and liabilitiessuch Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided, or that in the event that any Defaulting Lender shall exercise any such right of themsetoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such set-off and application.

Set-Off. In (a) After the occurrence and during the continuance of an Event of Default, in addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, except Seller hereby grants to the extent limited by Applicable LawPurchaser and its Affiliates a right of set-off, at without prior notice to Seller, any time that an Event of Default existssum or obligation (whether or not arising under this Agreement, each member whether matured or unmatured, whether or not contingent and irrespective of the Lender Group and each subsequent holder currency, place of payment or booking office of the Obligations is hereby authorized sum or obligation) owed by Seller to Purchaser or any Affiliate of Purchaser against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the Borrower Parties at any time currency, place of payment or from time booking office of the sum or obligation) owed by Purchaser or its Affiliates to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off Seller and to appropriate and apply (ii) any and all deposits (general or specialspecified), time monies, credits, securities, collateral or demandother property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Purchaser or its Affiliates or any entity under the control of Purchaser or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, Funded Debt evidenced by certificates branches and agencies of depositPurchaser, in each case whether matured or unmatured, but not including wherever located). Purchaser shall give written notice to Seller of any amounts held by any member of the Lender Group or any of set-off elected under this Article 15. (b) Purchaser and its Affiliates in any escrow or custodial account) and any other Funded Debt are hereby authorized at any time held or owing by any member and from time to time upon the occurrence and during the continuance of the Lender Group or any such holder an Event of Default, without notice to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower PartiesSeller, to set-off, appropriate, apply and enforce such right of set-off against any member of and all items hereinabove referred to against any amounts owing to Purchaser or its Affiliates by Seller under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Transaction Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether Purchaser or not (a) the Lender Group its Affiliates shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilitiessuch amounts, or any of them, shall be unmaturedcontingent or unmatured and regardless of any other collateral securing such amounts. Any sums obtained by any member If a sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the Lender Group or by any subsequent holder of the Obligations shall be estimate, subject to the application relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 15 shall be effective to create a charge or other security interest. This Article 15 shall be without prejudice and in addition to any right of payments provisions set-off, combination of Article 2accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (c) ANY AND ALL RIGHTS TO REQUIRE PURCHASER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO PURCHASER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that If an Event of Default existsshall have occurred and be continuing, each member Lender (after obtaining the prior written consent of the Lender Group and each subsequent holder of the Obligations Agent) is hereby authorized by the Borrower Parties at any time or and from time to time, without notice to the Borrower Parties or to any other Person, Person (any such notice being hereby expressly waived), to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, includingprovisional or final, but not limited to, Funded Debt evidenced excluding any account established by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountBorrower as a fiduciary for another party) and any other Funded Debt at any time held or and other indebtedness at any time owing by any member of the such Lender Group or any such holder to or for the credit or the account of the Borrower against any Borrower Party, against and on account all of the obligations and liabilities of the Borrower Parties, to Obligations now or hereafter existing under any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Agent or such Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving under such Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Documents and although said obligations and liabilitiesthe Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided, or that in the event that any Defaulting Lender shall exercise any such right of themset-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 5.10 and, pending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Agent a statement describing in reasonable detail the Obligations shall be subject owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify the Borrower (with a copy to the application Agent) after any such set-off and application; provided that the failure to give such notice shall not affect the validity of payments provisions such set-off and application. The rights and remedies of Article 2each Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities of the Borrower Partiesto such Lender hereunder, to any member the Letters of Credit and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (aA) the such Lender Group shall have made any demand hereunder or (bB) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates otherwise fully matured, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions such excess payment so recovered, but without interest. For purposes of Article 2this Section 11.7(b), amounts owed to or recovered by, an Issuing Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by such Issuing Agent as a Bank hereunder.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, with the prior written consent of the Administrative Agent, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower PartiesObligations then due to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set-off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default existsDefault, each member of the Lender Group Lender, each L/C Issuer and each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties Borrower, to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member trust accounts or other accounts of the Lender Group Borrower or any of its Affiliates Guarantor in any escrow or custodial accounta fiduciary capacity, and in whatever currency denominated) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, that L/C Issuer or any such that subsequent holder to or for the credit or the account of the Borrower or any Borrower PartyGuarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Guarantor to that Lender, that L/C Issuer or that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Lender, that L/C Issuer or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.16 hereof and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) such Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates otherwise fully matured, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower PartyBorrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions such excess payment so recovered, but without interest. For purposes of Article 2this Section 11.7(b), amounts owed to or recovered by, an Issuing Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by such Issuing Agent as a Bank hereunder.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation law, upon the occurrence and during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, each Lender and its Affiliates are authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower 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, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held or by, and other indebtedness at any time owing by any member of the by, such Lender Group or any such holder Affiliate to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, against any and all Obligations owing to any member of the such Lender Group hereunder or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsDocument, including, but not limited to, all claims of any nature now or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made demand under this Agreement or any demand hereunder other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (bx) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group shall have declared provide promptly to the principal Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and interest on its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees promptly to notify the Loans Borrower and the Administrative Agent after any Revolving Loan Notes such set-off and other amounts due hereunder to be due and payable as permitted application made by Section 9.2 and although said obligations and liabilities, such Lender or any of themits Affiliates; provided, however, that the failure to give such notice shall be unmatured. Any sums obtained by any member not affect the validity of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations Issuing Bank is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder Issuing Bank to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of Borrower to such Lender or such Issuing Bank hereunder, the Borrower Parties, to any member Letters of Credit and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Financing Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Financing Document, irrespective of whether or not (a) the such Lender Group or such Issuing Bank shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 (Loans and Letters of Credit) and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.14 (Ratable Sharing) and 2.19 (Defaulting Lenders) and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, Issuing Banks and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section 9.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or their respective Affiliates may have. Failure of any Lender or Issuing Bank to give notice of any such setoff and application to Administrative Agent shall be subject to not affect the application validity of payments provisions of Article 2such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default existsafter obtaining the prior written consent of the Administrative Agent, each member of Lender, the Lender Group L/C Issuer and each subsequent holder of the Obligations any Obligation is hereby authorized by the Borrower Parties and such Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group trust accounts, tax accounts and payroll accounts or any of its Affiliates other account containing solely tax or trust funds, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt indebtedness at any time held or owing by any member of that Lender, the Lender Group L/C Issuer or any such that subsequent holder to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities Obligations of the Borrower Partiesor such Guarantor to that Lender, to any member of the Lender Group L/C Issuer or any such that subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) that Lender, the Lender Group L/C Issuer or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.17 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, except to during the extent limited by Applicable Law, at continuance of any time that an Event of Default existsDefault, with the prior written consent of the Administrative Agent, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower PartiesObligations then due to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, shall may be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition During the continuance of any Event of Default as to a particular Borrower, any rights deposits or other sums credited by or due from any of the Banks solely to that Borrower, and any securities or other property solely of that Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of the Borrower’s Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter granted under Applicable Law arising, of that Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Debt of a Borrower to such Bank, other than Debt owing to such Bank hereunder, such amount shall be applied ratably to such other Debt and not to the Debt owing to such Bank hereunder, and (b) if such Bank shall receive from a Borrower whether by voluntary payment, exercise of the right of set off, counterclaim, cross action, or enforcement of the claim based on the Obligations owing to such Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of limitation distribution, assignment of claims (to such extent as is necessary), subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such rightsexcess payment is thereafter recovered from such Bank, except such disposition and arrangements shall be rescinded and the amount restored to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, includingrecovery, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2without interest.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, except to during the extent limited by Applicable Law, at continuation of any time that an Event of Default existsDefault, with the prior written consent of the Administrative Agent, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower PartiesObligations then due to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited not prohibited by Applicable Lawlaw or Contractual Obligation of such Lender Party, at during the existence of any time that an Event of Default existsDefault, each member of the Lender Group and each subsequent holder of the Obligations Party is hereby irrevocably authorized by the Borrower Parties Borrower, at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by including certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness, in each case whether direct or indirect or contingent or matured or unmatured at any time held or owing by any member of the such Lender Group or any such holder Party to or for the credit or the account of any Borrower Partythe Borrower, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products DocumentObligations, irrespective of whether or not (a) the such Lender Group Party shall have made any demand hereunder for payment, provided that such Lender Party shall, promptly following such set off or application, give notice to the Borrower thereof, which notice shall contain an explanation of the basis for the set off or application provided that the failure to give such notice shall not affect the validity of such set off and application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (bx) all amounts so set off shall be paid over immediately to the Lender Group shall have declared Agent for further application in accordance with the principal provisions of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities2.22 and, or any of thempending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member Bank, each Affiliate of the Lender Group a Bank, and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank, its Affiliate or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Partiesto that Bank, to any member of the Lender Group its Affiliate or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank, its Affiliate or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Bank (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions such excess payment so recovered, but without interest unless the purchasing Bank is required to pay interest thereon, in which case each Bank returning funds to such purchasing Bank shall pay its pro rata share of Article 2such interest.

Set-Off. In addition During the continuance of any Event of Default as to a particular Borrower, any rights deposits or other sums credited by or due from any Lender solely to such Borrower, and any securities or other property solely of such Borrower in the possession of such Lender may be applied to or set off by such Lender against the payment of such Borrower's Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter granted under Applicable Law arising, of such Borrower to such Lender. Each Lender agrees with each other Lender that (a) if an amount to be set off is to be applied to Debt of a Borrower to such Lender, OTHER THAN Debt evidenced by the Note held by such Lender, such amount shall be applied ratably to such other Debt and not to the Debt evidenced by the Note held by such Lender, and (b) if such Lender shall receive from a Borrower whether by voluntary payment, exercise of the right of set off, counterclaim, cross action, or enforcement of the claim evidenced by the Note held by such Lender by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Lender any amount in excess of its ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, EITHER by way of limitation distribution, assignment of claims (to such extent as is necessary), subrogation, or otherwise as shall result in each Lender receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement; PROVIDED that if all or any part of such rightsexcess payment is thereafter recovered from such Lender, except such disposition and arrangements shall be rescinded and the amount restored to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, includingrecovery, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2without interest.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default existsDefault, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the each Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities Obligations of the any Borrower Partiesor such Guarantor to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.15 hereof and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer, and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates otherwise fully matured, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 hereof and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existseach Lender, Issuing Bank, and their respective Affiliates are each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of depositprovisional or final, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountwhatever currency) and any other Funded Debt obligations or Indebtedness at any time held or owing by any member of the such Lender Group or any such holder to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations Obligations of any Credit Party to such Lender or Issuing Bank hereunder, the Letters of Credit and liabilities of participations therein and under the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (a) the such Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set off, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.16 and 2.21 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, Issuing Bank, and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions setoff. The rights of Article 2each Lender, Issuing Bank, and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set off) that such Lender, such Issuing Bank or their respective Affiliates may otherwise have.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law and not remedies of Buyer hereunder and by way law, Xxxxx shall have the right during the continuation of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to timeDefault, without prior notice to the Borrower Parties or to any other PersonSeller, any such notice being hereby expressly waived, waived by Seller to the extent permitted by applicable law to set-off and to appropriate and apply against any obligation from Seller, Guarantor, or any Affiliate thereof to Buyer or any Affiliate thereof any and all deposits (general or special, time or demand, includingprovisional or final), but not limited toin any currency, Funded Debt evidenced by certificates of depositand any other obligation (including to return excess margin), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or due from Buyer or any such holder Affiliate thereof to or for the credit or the account of Seller; provided, however, that the aforesaid right to set-off shall not apply to any Borrower Party, against and deposits of escrow monies being held on account behalf of the obligations Mortgagors related to the Purchased Mortgage Loans or other third parties. Notwithstanding the foregoing or anything to the contrary contained elsewhere herein or in any Facility Document, if Seller or any of its Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer or any Affiliate thereof (each such entity, a “Buyer Entity”), such Buyer Entity may aggregate, setoff and liabilities of the Borrower Parties, net: (i) any collateral pledged by any Seller Entity to any member of the Lender Group Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. Xxxxx agrees promptly to notify Seller after any such holder set-off permitted under this Agreement, any Revolving Loan Notes, any other Loan Document Section and any Bank Products Documents, including, but application made by Buyer; provided that the failure to give such notice shall not limited to, all claims affect the validity of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or such set-off and application. (b) Buyer shall at any time have the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder right, in each case until such time as Buyer determines otherwise, to be due and payable as permitted by Section 9.2 and although said obligations and liabilitiesretain, to suspend payment or performance of, or to decline to remit, any amounts or deliver any property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of themDefault has occurred. For avoidance of doubt and not as a limitation, shall be unmatured. Any sums obtained by Buyer may set-off any member amounts in the Operating Account against any outstanding Obligations provided an Event of Default has occurred and is continuing, but may not set-off, transfer or withdraw any amounts from the Lender Group or by any subsequent holder Operating Account unless an Event of the Obligations shall be subject to the application of payments provisions of Article 2Default has occurred and is continuing.

Set-Off. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default existsDefault, each member Lender, each Issuing Bank and any Affiliate of the any Lender Group or Issuing Bank and each subsequent holder purchaser of the Obligations a participation pursuant to Section 13.01(e) is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, Person (any such notice being hereby expressly waived, ) to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, unmatured (but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts)) and any other Funded Debt Indebtedness at any time held by or owing by to such Lender, Issuing Bank, any member of the Lender Group their Affiliates or any such holder purchaser to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities of the Borrower Partiesto such Lender, to Issuing Bank, any member of the Lender Group their Affiliates or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documentspurchaser, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or connected in connection with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (ai) the Lender Group such Lender, Issuing Bank or such purchaser shall have made any demand hereunder or (bii) the Lender Group Collateral Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Article XI and although said obligations even though such Obligations may be contingent or unmatured. Each Lender, each Issuing Bank and liabilitieseach such purchaser agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its set-off rights hereunder against any accounts of the Borrower or its Subsidiaries now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of them, shall be unmatured. Any sums obtained by any member either of the Lender Group them or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2such purchaser.

Set-Off. (a) In addition the event that (i) Buyer has notified Seller under Section 8.05 that Buyer is entitled to indemnification from Seller with respect to any rights now Third Party Claim or hereafter granted under Applicable Law Direct Claim, (ii) Seller has notified Buyer that (A) Seller has determined that it will assume the defense of such Third Party Claim or (B) Seller acknowledges that Buyer is entitled to indemnification from Seller for such Direct Claim, and not by way of limitation (iii) either (A) Seller has not, within sixty (60) days after delivery of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to Buyer, requested an appropriation of funds from the Borrower Parties Assembly of Seller for purposes of paying any amount required to be paid or reimbursed in connection with such Third Party Claim or Direct Claim, or (B) Seller has requested an appropriation of funds from the Assembly of Seller for such purposes but has not received an appropriation of such funds, Buyer will be entitled to withhold all or part of any other Person, amount due to Seller under the PILT Agreement or the Eklutna Power Purchase Agreement for purposes of paying or reimbursing any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of depositLosses that have been determined, in each case whether matured or unmaturedaccordance with the provisions of ARTICLE VIII, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by owing from Seller to any Buyer Indemnitee under ARTICLE VIII in connection with such Third Party Claim or Direct Claim. In the event that (i) Buyer has notified Seller under Section 9.2 8.05 that Buyer is entitled to indemnification from Seller with respect to any Third Party Claim or Direct Claim, (ii) Seller fails to assume the defense of such Third Party Claim or provide indemnification for such Direct Claim, (iii) Buyer, in accordance with the provisions of ARTICLE VIII, pursues its available legal remedies against Seller for such failure and although said obligations obtains a final judgment requiring Seller to indemnify Buyer in accordance with ARTICLE VIII for Buyer’s Losses in connection with such Third Party Claim or Direct Claim, and liabilities(iv) either (A) Seller has not, within sixty (60) days after issuance of such judgment, requested an appropriation of funds from the Assembly of Seller for purposes of paying such Losses, or (B) Seller has requested an appropriation of funds from the Assembly of Seller for such purposes but has not received an appropriation of such funds, Buyer will be entitled to withhold all or part of any amount due to Seller under the PILT Agreement or the Eklutna Power Purchase Agreement for purposes of them, paying or reimbursing such Losses. (b) Set-off shall not be unmatured. Any sums obtained by Buyer’s exclusive remedy with respect to any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2indemnification claim.

Set-Off. In addition to any rights now or hereafter granted under Applicable applicable Law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of and during the continuance of any time that an Event of Default exists(after the giving of any notice and the expiration of any grace period contained in the definition thereof), each member Lender, each of the Lender Group its Affiliates and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties Company at any time or from time to time, without notice to the Borrower Parties Company, or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, unmatured but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member that Lender or Affiliate (including, without limitation, branches or agencies of the such Lender Group or any such Affiliate wherever located) or that subsequent holder to or for the credit or the account of any Borrower Party, against the Company and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or apply any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims amounts in accordance with the provisions of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, Section 2.11 irrespective of whether or not (a) the Lender Group that Lender, Affiliate or that subsequent holder shall have made any demand hereunder and whether or not such deposits or other indebtedness are otherwise fully secured and that Lender, Affiliate and subsequent holder is hereby irrevocably authorized to permit such setoff and appropriation; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (bx) all amounts so set off shall be paid over immediately to the Lender Group shall have declared Administrative Agent for further application in accordance with the principal provisions of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities2.13 and, or any of thempending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or Affiliate; provided, however, that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation of any such rightslaw, except to the extent limited by Applicable Law, at any time that if an Event of Default existsexists or the Loans have been accelerated, each member of the Lender Group and each subsequent holder of the Obligations its Affiliates is hereby authorized by the Borrower Parties at any time or and from time to time, without prior notice to the Borrower Parties or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower 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, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held by, and other indebtedness at any time owing by, such Lender or owing by any member of the Lender Group or any such holder Affiliate to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Partiesagainst any and all Obligations and/or Guaranteed Obligations owing to such Lender or such Affiliate, to any member of the Lender Group now or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Agent or such Lender Group shall have made demand under this Agreement or any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Document and although said obligations such Obligations and/or Guaranteed Obligations may be denominated in a different currency, contingent or unmatured. Each Lender agrees promptly to notify the Borrower and liabilitiesthe Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application; and provided, or further, that in the event that any Defaulting Lender shall exercise any such right of themsetoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11 and, pending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Agent a statement describing in reasonable detail the Obligations shall be subject and/or Guaranteed Obligations owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Repurchase Agreement are recourse obligations of the Seller to which the Seller pledges its full faith and credit. In addition to any rights now and remedies of the Buyer, the Agent and any of their Affiliates (or hereafter granted under Applicable Law the Buyer or the Agent or any of their Affiliates, as the case may be) provided by this Repurchase Agreement and not by way law, the Buyer, the Agent and any of limitation their Affiliates (or the Buyer or the Agent or any of any such rightstheir Affiliates, except to as the extent limited by Applicable Lawcase may be) shall have the right, at any time that solely after an Event of Default existsthat has not been waived, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonSeller, any such notice being hereby expressly waivedwaived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (without giving effect to any grace period, and whether at the stated maturity, by acceleration or otherwise), to set-off and to appropriate and apply against such amount any and all deposits (general or special, time or demand, includingprovisional or final), but not limited toin any currency, Funded Debt evidenced by certificates of depositand any other credits, indebtedness, amounts or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group Buyer, the Agent or any such holder of their Affiliates (or the Buyer or the Agent or any of their Affiliates, as the case may be) to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of Seller under the Borrower Parties, to any member of the Lender Group Repurchase Agreement or any such holder under this Agreementother agreement between the Seller or its Affiliates on the one hand and the Buyer, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document the Agent or any Bank Products Documentof their Affiliates on the other, irrespective of whether or not (a) such obligations are then due, without prejudice to the Lender Group shall have made any demand hereunder Agent’s or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, Buyer’s or any of themtheir Affiliate’s right to recover any deficiency. For the avoidance of doubt, and without limitation, the Seller acknowledges and agrees that any proceeds or amounts under any agreement between Seller on the one hand, and the Buyer, the Agent or any of their Affiliates on the other, which exceed the amount due under such agreement, shall be unmatured. Any sums obtained by available to satisfy any member obligations of the Lender Group or by any subsequent holder of the Obligations shall be subject Seller which are owed to the Buyer or the Agent or their Affiliate under this Agreement or any other agreement between Seller on the one hand, and the Buyer, the Agent or any of their Affiliates on the other. The Buyer, the Agent and any of their Affiliates (or the Buyer or the Agent or any of their Affiliates, as the case may be) agree promptly to notify the Seller after any such set-off and application made by the Buyer, the Agent and any of payments provisions their Affiliates (or the Buyer or the Agent or any of Article 2.their Affiliates, as the case may be); provided that the failure to give such notice shall not affect the validity of such set-off and application

Set-Off. In Upon the occurrence and during the continuation of an Event of Default, in addition to all other rights and remedies that may then be available to any rights now or hereafter granted under Applicable Law and not by way of limitation Purchaser of any such rightsNote, except to each Purchaser of any Note and the extent limited by Applicable Law, Collateral Agent is hereby authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, (any such notice being hereby expressly waived, waived by the Borrower) to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of such Purchaser or the Lender Group or any such holder Collateral Agent to or for the credit or the account of the Borrower or any of its Subsidiaries against all amounts which may be owed to such Purchaser or the Collateral Agent by the Borrower Party, against and on account or any of its Subsidiaries in connection with this Agreement or any other Note Document. If any Purchaser of the obligations and liabilities Notes shall obtain from the Borrower payment of any principal of or interest on any Note held by it or payment of any other amount under this Agreement or such Note held by it or any other Note Document through the exercise of any right of set-off, and, as a result of such payment, such Purchaser shall have received a greater percentage of the Borrower Partiesprincipal, interest or other amounts then due to such Purchaser under the Note Documents than the percentage received by any other Purchaser, it shall promptly make such adjustments (including without limitation purchasing risk participations) with such other Purchaser from time to time as shall be equitable, to any member the end that all the Purchasers of the Lender Group or any Notes shall share the benefit of such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims excess payment (net of any nature expenses which may be incurred by such Purchaser in obtaining or description arising out of or connected preserving such excess payment) pro rata in accordance with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the unpaid principal of and and/or interest on the Loans and any Revolving Loan Notes and or other amounts due hereunder (as the case may be) owing to each of the Purchasers of the Notes. To such end, all Purchasers of the Notes shall make appropriate adjustments among themselves if such payment is rescinded or must otherwise be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmaturedrestored. Any sums obtained by any member Purchaser of the Lender Group or by any subsequent holder of the Obligations Notes taking action under this Section 10.3 shall be subject promptly provide notice to the application Borrower of payments provisions any such action taken; provided that the failure of Article 2such Purchaser to provide such notice shall not prejudice its rights hereunder.

Set-Off. In addition 27.1 We have certain rights of set-off. This means that where we are due to pay you any amount, and you have failed to pay us any amount, we can use the money we owe you to reduce or repay the amount you owe us. Our rights now of set-off extend to other members of the Deutsche Bank Group where you owe them amounts. 27.2 We may at any time set-off any sums that you owe to us: (A) in respect of any Transaction; (B) in respect of any overdraft on any Deposit Account; (C) in respect of a Loan; or (D) otherwise in respect of the Services, against any sums that we owe to you: (E) in respect of any overdraft on any Deposit Account; (F) in respect of a Loan; or (G) in respect of any other Transaction; or (H) otherwise in respect of the Services, whether or hereafter granted not such sums are denominated in the same Currency or Currencies and whether they are absolute or contingent, or due or to become due. 27.3 For the purposes of setting off sums in different Currencies, we may convert any sums at the Rate of Exchange. 27.4 If a Joint Client owes us any sums under the Agreement, we may, subject to Applicable Law and not by way Law, use all funds in any Account held with us in that Joint Client's sole name to satisfy payment of limitation these sums. 27.5 We may at any time: (A) combine, consolidate or merge all or any of your Accounts with us; (B) make transfers between Accounts; and/or (C) set off any sum standing to the credit of any such rights, except Accounts in or towards satisfaction of any liabilities owed to us under the extent limited Agreement. 27.6 We may do so even though the balances on such Accounts and the liabilities may not be expressed in the same Currency. 27.7 We are authorised by Applicable Law, you in our discretion at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized to transfer any money or assets held by the Borrower Parties at any time us for your Account to or from time to time, without notice to the Borrower Parties or to order of any other PersonDeutsche Bank Group Company for the purposes of, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited with a view to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including discharging any amounts held by any member of the Lender liability due from you to that other Deutsche Bank Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder Company. 27.8 We will notify you where we have exercised our rights under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims paragraph 27 (Set-off). 27.9 We may exercise our rights under this paragraph 27 (Set-off) without notifying you in advance of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not if we reasonably consider that you may take action to prevent us from exercising our rights (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder such as transferring monies from your Accounts to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2avoid us obtaining repayment).

Set-Off. In The Lender may without prior notice: 13.2.1 in the absence of an Event of Default, apply any balance which at any time stands to the credit of any account in the name of the Borrower at any office or branch in any country of the Lender in or towards satisfaction of the repayment instalments and interest or any sum then due from the Borrower to the Lender under any of the Security Documents; 13.2.2 after the occurrence of an Event of Default, apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower (or any other party to the extent such party has the same beneficial ownership) at any office or branch in any country of the Lender in or towards satisfaction of any sum then due from the Borrower to the Lender and any other liability of the Borrower (whether actual or contingent) under any of the Security Documents and for that purpose: (a) break, or alter the maturity of, all or any part of a deposit of the Borrower; (b) convert or translate all or any part of a deposit or other credit balance into Dollars; (c) enter into any other transaction, execute such document or make any entry in the name of the Borrower and/or the Lender with regard to the credit balance which the Lender considers appropriate; and (d) to combine and/or consolidate and/or liquidate all or any accounts (whether current, deposit, loan or of any other nature whatsoever, whether subject to notice or not and in whatever currency) of the Borrower with any office or branch of the Lender. 13.2.3 The Lender shall not be obliged to exercise any of its rights under this Clause 13.2 and those rights shall be without prejudice and in addition to any rights now right of set-off, combination of accounts, charge, lien or hereafter granted under Applicable Law and not by way of limitation of any such rights, except other right or remedy to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of which the Lender Group and each subsequent holder is entitled (whether under the general law or any document). 13.2.4 This Clause 13.2 gives the Lender a contractual right of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off only, and to appropriate and apply does not create any and all deposits (general equitable charge or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including other Encumbrance over any amounts held by any member credit balance of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2Borrower.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation law, upon the occurrence and during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, each Lender is authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by the Borrowers 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, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held or by, and other indebtedness at any time owing by any member of the by, such Lender Group or any such holder to or for the credit or the account of the respective Loan Parties against any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, all Obligations owing to any member of the such Lender Group hereunder or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsDocument, including, but not limited to, all claims of any nature now or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made demand under this Agreement or any demand hereunder other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that (bi) the failure to give such notice shall not affect the validity of such set-off and application and (ii) in the event that any Defaulting Lender Group shall have declared exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the principal Administrative Agent for further application in accordance with the provisions of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities2.18 and, or any of thempending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Credit Parties at any time or from time to time, without notice to the Borrower Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Credit Party, against and on account of the obligations and liabilities of the Borrower Credit Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, Notes and any other Loan Document and any Bank Products DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, Notes or any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder Obligations to be due and payable as permitted by Section 9.2 8.2 and although said obligations and liabilities, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now and remedies of Purchaser hereunder and at law, upon the occurrence and continuation of a default hereunder or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group Program Documents, Purchaser and each subsequent holder of its Affiliates shall have the Obligations is hereby authorized by the Borrower Parties at any time or from time to timeright, without prior notice to the Borrower Parties or to any other PersonSeller, any such notice being hereby expressly waivedwaived by Seller to the extent permitted by applicable law, upon any amount becoming due and payable (whether at the stated maturity, by acceleration or otherwise) by Seller hereunder, under the Mortgage Loan Participation Purchase and Sale Agreement or under any other warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand, to set-off and to appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, includingprovisional or final), but in any currency, or any other credits, indebtedness or claims, in any currency, or any other collateral (in the case of collateral not limited toin the form of cash or such other marketable or negotiable form, Funded Debt evidenced by certificates of depositselling such collateral in a recognized market therefor or as otherwise permitted by law or as may be in accordance with custom, usage or trade practice), in each case case, whether direct or indirect, absolute or contingent, matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group Purchaser or any such holder Affiliate thereof to or for the credit or the account of Seller except and to the extent that any Borrower Party, against and on of the same are held by Seller for the account of another Person. Upon the obligations and liabilities occurrence of a default hereunder or under any of the Borrower PartiesProgram Documents, Purchaser may also set-off cash and all other sums or obligations owed by Purchaser or its Affiliates to any member of the Lender Group Seller or any such holder its Affiliates (whether under this Agreement, any Revolving under the Mortgage Loan Notes, Participation Purchase and Sale Agreement or under any other Loan Document warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any Bank Products Documentsof its Affiliates, including, but not limited to, on the other hand) against all claims of any nature Seller’s obligations to Purchaser or description arising out of or connected with its Affiliates (whether under this Agreement, any Revolving under the Mortgage Loan Notes, Participation Purchase and Sale Agreement or under any other Loan Document warehouse, repurchase, or mortgage servicing rights facility or related trade line entered into between Seller, on the one hand, and Purchaser or any Bank Products Documentof its Affiliates, irrespective of on the other hand), whether or not (a) the Lender Group shall have made such obligations are then due. The exercise of any demand hereunder or (b) the Lender Group shall have declared the principal such right of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, set-off shall be unmaturedwithout prejudice to Purchaser’s or its Affiliate’s right to recover any deficiency. Any sums obtained Purchaser agrees to promptly notify Seller after any such set-off and application made by any member Purchaser; provided that the failure to give such notice shall not affect the validity of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member (i) trust accounts and (ii) accounts into which Medicare and/or Medicaid receivables are deposited in accordance with the last two sentences of the Lender Group or any of its Affiliates in any escrow or custodial accountthis Section 10.4) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Borrower Parties, to any member Letters of Credit and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (a) the such Lender Group shall will have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be will have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set-off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, the Swing Line Lenders and the Lenders and (ii) the Defaulting Lender Group shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off; provided, further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such application. Notwithstanding the foregoing, to the extent that the Administrative Agent or any subsequent holder Lender (the “Affected Depositary”) is a depositary institution with which any Credit Party maintains an account into which Medicare or Medicaid payments are deposited (the “Affected Account”), the Affected Depositary hereby waives its rights of set-off under this Section 10.4 (as well as any right of set-off under applicable statute or common law) with respect to each such Affected Account; it being understood and agreed that, within one hundred eighty (180) days of the Obligations Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), no deposits shall be subject made into, and no funds shall be held in, any Affected Account other than Medicare and Medicaid payments. The foregoing waiver of rights of set-off are intended to the application of payments provisions of Article 2comply with, and shall be construed in accordance with, The Centers for Medicare & Medicaid Services (“CMS”) Publication 100-04 Chapter 1, Section 30.2.5 – Payment to Bank, and any applicable successor provisions.

Set-Off. (a) In accordance with the Group Supervision Rules and subject to Section 11.8(b), the Term Loans will be unencumbered and do not give rise to a right of set-off against the claims and obligations of the Borrower or any Insurance Subsidiary to any Lender or the Administrative Agent. Each Lender and the Administrative Agent hereby agrees and acknowledges that (i) no security or encumbrance of any kind is, or will at any time be, provided by the Borrower or any of its affiliates to secure its obligations under any Term Loan and (ii) no Lender may, and the Administrative Agent may not, exercise, claim or plead any right of set-off in respect of any matured obligation owed to it by the Borrower arising under this Agreement or the other Loan Documents against any matured obligation owed by that Lender or the Administrative Agent to the Borrower, and each Lender and the Administrative Agent shall, by virtue of being a party to this Agreement, be deemed to have waived such right of set-off. (b) If (for whatever reason) the Term Loans cease to qualify as Tier 2 or Tier 3 Ancillary Capital, then Section 11.8(a) above shall no longer apply and, upon the occurrence and continuation of an Event of Default, in addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default existslaw, each member of Lender shall have the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to timeright, without prior notice to the Borrower Parties or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set-set off and to appropriate and apply against such amount any and all deposits (general or special, time or demand, includingprovisional or final), but not limited toin any currency, Funded Debt evidenced by certificates of depositand any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the such Lender Group or any such holder branch or agency thereof to or for the credit or the account of any Borrower Partythe Borrower, against and on account as the case may be, or of the obligations and liabilities of Borrower. Each Lender agrees promptly to notify the Borrower Parties, to any member of and the Lender Group or Administrative Agent after any such holder under this Agreementsetoff and application made by such Lender, any Revolving Loan Notes, any other Loan Document provided that the failure to give such notice shall not affect the validity of such setoff and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law (a) Each Guarantor hereby irrevocably authorizes the Administrative Agent and not by way of limitation of any such rights, except to the extent limited by Applicable Law, each Lender at any time that and from time to time while an Event of Default exists, each member of the Lender Group shall have occurred and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to timebe continuing, without notice to the Borrower Parties such Guarantor or to any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, includingprovisional or final), but not limited toin any currency, Funded Debt evidenced by certificates of depositand any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Administrative Agent or such Lender Group or any such holder to or for the credit or the account of such Guarantor, or any Borrower Partypart thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Borrower Parties, to any member Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender Group or against such Guarantor, in any such holder currency, whether arising hereunder, under this the Credit Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentotherwise, irrespective of as the Administrative Agent or such Lender may elect, whether or not (a) the Administrative Agent or any Lender Group shall have has made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 for payment and although said obligations such obligations, liabilities and liabilities, claims may be contingent or any of them, shall be unmatured. Any sums obtained The Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by any member the Administrative Agent or such Lender of the Lender Group or by any subsequent holder proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Obligations shall be subject Administrative Agent and each Lender under this Section 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the application of payments provisions of Article 2Administrative Agent or such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation remedies of any such rightsSecured Party hereunder and by law, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group Agent and each subsequent holder of Lender shall have the Obligations is hereby authorized by the Borrower Parties at any time or from time to timeright, without prior notice to the Borrower Parties or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by the Borrowers to the extent permitted by Applicable Law, to set-off and to appropriate and apply against any Debt of any of the Borrowers or any of their respective subsidiaries to the Agent, any such Lender or any of their respective Affiliates any and all deposits (general or special, time or demand, includingprovisional or final), but not limited toin any currency, Funded Debt evidenced by certificates of depositand any other obligation (including to return excess margin), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by or due from the Agent, any member of the Lender Group or any such holder of their respective Affiliates thereof to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of themtheir respective subsidiaries. The Agent and each Xxxxxx agrees promptly to notify the Borrowers after any such set off and application made by such Person; provided that the failure to give such notice shall not affect the validity of such set off and application. The Agent and each Lender shall at any time have the right, in each case until such time as it determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that it would otherwise be obligated to pay, remit or deliver to any Borrower hereunder if an Event of Default or Default has occurred. If any Lender, whether by set-off or otherwise, has payment made to it with respect to any Obligations in a greater proportion than that received by any other Lender entitled to receive a ratable share of such payment, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations so that after such purchase each Lender will hold its ratable proportion of such Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be unmaturedrescinded and the purchase price restored to the extent of such recovery, but without interest. Any sums obtained by Notwithstanding anything to the contrary herein, any member Lender’s exercise of set-off rights shall not change or reduce the obligations of the Loan Parties to any other Lender Group or by any subsequent holder of under the Obligations shall be subject to the application of payments provisions of Article 2Loan Documents.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks (other than payments made by the Borrower to a Non-Extending Bank pursuant to Section 3.2 or 3.3), then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at any time that occurrence of an Event of Default existsand during the continuation thereof, the Administrative Agent and each member of the Lender Group and each subsequent holder of the Obligations is Banks are hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group Bank or any such holder Administrative Agent, to or for the credit or the account of the Borrower or any Borrower Partyof its Restricted Subsidiaries, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document Banks and any Bank Products Documentsthe Administrative Agent, including, but not limited to, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, the Notes or any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group any Bank or Administrative Agent shall have made any demand hereunder or (b) the Lender Group any Bank or Administrative Agent shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, them shall be contingent or unmatured. Any sums obtained Upon direction by any member the Administrative Agent with the consent of all of the Lender Group Banks each Bank holding deposits of the Borrower or by any subsequent holder of its Restricted Subsidiaries shall exercise its set-off rights as so directed; and, within one (1) Business Day following any such setoff, the Administrative Agent shall give notice thereof to the Borrower. Notwithstanding anything to the contrary contained in this Section 11.4, no Bank shall exercise any right of offset without the prior consent of the Majority Banks so long as the Obligations shall be subject to secured by any real property or real property interest including leaseholds located in the application State of payments California, it being understood and agreed that the provisions of Article 2this sentence are for the exclusive benefit of the Banks, may be amended, modified or waived by the Majority Banks without notice to or consent of the Borrower or any Subsidiary of the Borrower and shall not constitute a waiver of any rights against the Borrower or any Subsidiary or against any Collateral.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates otherwise fully matured, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower PartyBorrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable Governmental Rules and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default existseach Lender, each member of the Lender Group LC Issuing Bank and each subsequent holder of the Obligations their respective Affiliates is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member such Lender, LC Issuing Bank or Affiliate of the such Lender Group or any such holder LC Issuing Bank to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender, LC Issuing Bank or Affiliate of such Lender or LC Issuing Bank hereunder, the Borrower Parties, to any member Letters of Credit and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (anot(a) the such Lender, LC Issuing Bank or Affiliate of such Lender Group or LC Issuing Bank shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Revolving Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.15 and 2.20 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, LC Issuing Banks, Lenders and their respective Affiliates, and (y) Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions setoff. The rights of Article 2each Lender, each LC Issuing Bank and each of their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, LC Issuing Bank or Affiliate of such Lender or LC Issuing Bank may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable the Repurchase Documents, Requirements of Law or otherwise, Seller and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default existsGuarantor, each member on behalf of itself and each of its respective Affiliates, hereby grants to Buyer and each Indemnified Person, to secure repayment of the Lender Group and each subsequent holder Repurchase Obligations, a right of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off upon any and to appropriate all of the following: (i) monies, securities, collateral or other property of Seller and apply Guarantor and each of their respective Affiliates and any proceeds from the foregoing, now or hereafter held or received by Buyer, any Affiliate of Buyer or any Indemnified Person, for the account of Seller or such Affiliate of Seller, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (ii) any and all deposits (general or general, specified, special, time or time, demand, includingprovisional or final) and credits, but not limited toclaims or Indebtedness of Seller, Funded Debt evidenced Guarantor or any Affiliate of Seller or Guarantor at any time existing, (iii) any obligation owed by certificates Buyer or any Affiliate of depositBuyer to Seller, Guarantor or any Affiliate of Seller or Guarantor and (iv) any Repurchase Obligations or Indebtedness owed by Seller, Guarantor or any Affiliate of Seller or Guarantor and any Indebtedness owed by Buyer or any Affiliate of Buyer to Seller, Guarantor or any Affiliate of Seller or Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but whether or not including any amounts held by any member arising under the Repurchase Documents and irrespective of the Lender Group currency, place of payment or any booking office of its Affiliates the amount or obligation and in any escrow or custodial account) and any other Funded Debt each case at any time held or owing by Buyer, any member Affiliate of the Lender Group Buyer or any such holder Indemnified Person to or for the credit of Seller, Guarantor or any Affiliate of Seller or Guarantor, without prejudice to Buyer’s right to recover any deficiency; provided, that Buyer shall not exercise its right to set-off under this Section 18.18 with respect to any Affiliate of Guarantor unless an Event of Default has occurred and is continuing. Each of Buyer, each Affiliate of Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable by Seller, Guarantor or any Affiliate of Seller or Guarantor to Buyer or any Indemnified Person under the account Repurchase Documents, the Repurchase Obligations or otherwise or upon the occurrence of an Event of Default, without notice to Seller, Guarantor or any Borrower PartyAffiliate of Seller or Guarantor, against any such notice being expressly waived by Seller and on account each Affiliate of Seller to the obligations and liabilities extent permitted by any Requirements of the Borrower PartiesLaw, to set-off, appropriate, apply and enforce such right of set-off against any member of the Lender Group and all items hereinabove referred to against any amounts owing to Buyer or any such holder under this AgreementIndemnified Person by Seller, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document Guarantor or any Bank Products DocumentAffiliate of Seller or Guarantor under the Repurchase Documents and the Repurchase Obligations, irrespective of whether Buyer, any Affiliate of Buyer or not (a) the Lender Group any Indemnified Person shall have made any demand hereunder under the Repurchase Documents and regardless of any other collateral securing such amounts, and in all cases without waiver or (b) prejudice of Buyer’s rights to recover any deficiency. Seller and all Affiliates of Seller shall be deemed directly indebted to Buyer and the Lender Group other Indemnified Persons in the full amount of all amounts owing to Buyer and the other Indemnified Parties by Seller and all Affiliates of Seller under the Repurchase Documents and the Repurchase Obligations, and Buyer and the other Indemnified Persons shall have declared be entitled to exercise the principal rights of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilitiesset-off provided for above. ANY AND ALL RIGHTS TO REQUIRE BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS OR OTHER INDEMNIFIED PERSONS UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER AND EACH AFFILIATE OF SELLER. Buyer or any Indemnified Person shall promptly notify the affected Seller or Affiliate of themSeller after any such set-off and application made by Buyer or such Indemnified Person; provided that the failure to give such notice shall not affect the validity of such set-off and application. If an amount or obligation is unascertained, shall be unmatured. Any sums obtained by any member Buyer may in good faith estimate that obligation and set-off in respect of the Lender Group or by any subsequent holder of the Obligations shall be estimate, subject to the application relevant Party accounting to the other Party when the amount or obligation is ascertained. Nothing in this Section 18.18 shall be effective to create a charge or other security interest. This Section 18.18 shall be without prejudice and in addition to any right of payments provisions set-off, combination of Article 2accounts, Lien or other rights to which any Party is at any time otherwise entitled.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of a Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, including Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions such excess payment so recovered, but without interest. For purposes of Article 2this Section 11.7(b), amounts owed to or recovered by, an Issuing Bank in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by such Issuing Bank as a Bank hereunder.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations Issuing Bank is hereby authorized by the Borrower Parties each Credit Party at any 1095171012\7\AMERICAS time or from time to time, after obtaining the prior written consent of the Administrative Agent (but without notice to the Borrower Parties or to any other PersonCredit Party, with any such notice being hereby expressly waived), to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder Issuing Bank to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or such Issuing Bank hereunder and under the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document hereto or any Bank Products Documentthereto, irrespective of whether or not (a) the such Lender Group or such Issuing Bank shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by Section 9.2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, all amounts so set-off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Lender Group or by any subsequent holder of Administrative Agent, the Obligations shall be subject to Issuing Banks and the application of payments provisions of Article 2Lenders.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law (a) Upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, Administrative Agent and each Lender is hereby authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by law, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held or and other indebtedness at any time owing by any member of the Administrative Agent or such Lender Group or any such holder to or for the credit or the account of the Borrower against any Borrower Party, against and on account all of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group now or any such holder hereafter existing under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made any demand hereunder and although such obligations may be contingent or unmatured. (b) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Lender Group shall have declared L/C Obligations, Loans, other Extensions of Credit or other obligations of the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due Borrower to it hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities(such Lender’s “Borrower Obligations”), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of themthe nature referred to in Section 7.01(e), 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 Borrower Obligations, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Borrower Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be unmatured. Any sums obtained by any member necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender Group or by any subsequent so purchasing a portion of another Lender’s Borrower Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (c) The Administrative Agent and each Lender agree promptly to notify the Obligations Borrower after any such set-off and application referred to in subsection (a) above; provided that the failure to give such notice shall be subject not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.04 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the application of payments provisions of Article 2Administrative Agent and each Lender may have.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to upon and after the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsand during the continuance thereof, each member the Lenders and any assignee or participant of the a Lender Group and each subsequent holder of the Obligations is in accordance with Section 13.10 are hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group Lenders, or any such holder assignee or participant to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, Obligations irrespective of whether or not (a) the Lender Group Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the Lender Group Administrative Agent shall have declared any or all of the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder Obligations to be due and payable as permitted by Section 9.2 11.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the such Obligations shall be subject contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Any amount to be set-off pursuant to Section 13.3(a) shall be denominated in Dollars and any amount denominated in an Alternative Currency shall be in an amount equal to the application Dollar Amount of payments provisions such amount at the most favorable spot exchange rate (to the Borrower) determined by the Administrative Agent to be available to it; provided that if at the time of Article 2any such determination no such spot exchange rate can reasonably be determined, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, any such determination to be conclusive absent manifest error. (c) Each Lender and any assignee or participant of such Lender in accordance with Section 13.10 are hereby authorized by the Borrower to combine currencies, as deemed necessary by such Person, in order to effect any set-off pursuant to Section 13.3(a).

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuation of any time that an Event of Default exists, each member of the Lender Group Lenders and each subsequent holder of the Obligations their Affiliates is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, includingprovisional or final, but not limited to, Funded Debt including indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the that Lender Group or any such holder Affiliate of that Lender to or for the credit or the account of any Borrower Party, and each other Subsidiary Guarantor against and on account of the obligations and liabilities Obligations of the Borrower Parties, or any other Subsidiary Guarantor to that Lender (or any Affiliate of that Lender) or to any member of the other Lender Group (or any such holder Affiliate of any other Lender) under this Agreement, any Revolving Loan Notes, any the Letters of Credit and participations therein and the other Loan Document and any Bank Products Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, the Letters of Credit and participations therein or any other Loan Document or any Bank Products Document, irrespective of whether or not (ai) the that Lender Group shall have made any demand hereunder or (bii) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8, provided that such amounts are in fact due and payable before any such right is exercised and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of subsection 2.9 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and Lenders, and (y) Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions setoff. The rights of Article 2each Lender, Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Lender or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuation of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties any Loan Party or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, includingprovisional or final, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder Affiliate to or for the credit or the account of any Borrower Party, each Loan Party against and on account of the obligations and liabilities Obligations of the Borrower Partiesany Loan Party to such Lender, such Affiliate or to any member of the other Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any the Letters of Credit and the other Loan Document Documents to the extent then due and any Bank Products Documentspayable, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, the Letters of Credit and participations therein or any other Loan Document or any Bank Products Document, irrespective of whether or not (ai) the that Lender Group shall have made any demand hereunder or (bii) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by Section 9.2 pursuant to ARTICLE VIII and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set off, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 10.5 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates otherwise fully matured, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to the extent limited by Applicable LawBorrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Participant, at any time, or from time that to time while, an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt indebtedness at any time held or owing by the Administrative Agent, such Lender, any member Affiliate of the Lender Group Administrative Agent or any such holder Lender, or such Participant, to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities any of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products DocumentObligations, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal all of and interest on the Loans and any Revolving Loan Notes and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by Section 9.2 11.1, and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the such Obligations shall be subject contingent or unmatured. (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2, 4.3 and 4.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders and such other adjustments shall be made as may be required so that all such payments of principal, interest or fees with respect to the application of payments provisions of Article 2Loans held by the Lenders shall be shared by the Lenders pro rata according to their respective Percentages.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuation of any time that an Event of Default exists, each member of the Lender Group Lenders and each subsequent holder of the Obligations their Affiliates is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, includingprovisional or final, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including (i) trust accounts, (ii) any amounts held by any member asset, Security or other property right of the Lender Group Borrower held solely as a fiduciary or otherwise for the benefit of another Person and (iii) any other asset, Security or account restricted by applicable law or regulation including, without limitation, Rule 15c3-3, Rule 8c-1 or Rule 15c2-1 of its Affiliates in any escrow or custodial accountthe General Rules and Regulations promulgated by the Commission under the Exchange Act) and any other Funded Debt Indebtedness at any time held or owing by any member of the that Lender Group or any such holder Affiliate of that Lender to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities Obligations of the Borrower Parties, to that Lender (or any Affiliate of that Lender) or to any member of the other Lender Group (or any such holder Affiliate of any other Lender) under this Agreement, any Revolving Loan Notes, any Agreement and the other Loan Document and any Bank Products Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, Agreement or any other Loan Document or any Bank Products Document, irrespective of whether or not (ai) the that Lender Group shall have made any demand hereunder or (bii) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 7 and although said obligations and liabilities, or any of them, shall may be contingent or unmatured. Any sums obtained by any member of ; provided, that promptly following such set-off, appropriation and application, the Lender Group or by any subsequent holder of the Obligations taking such action shall be subject provide written notice thereof to the application of payments provisions of Article 2Borrower.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations Issuing Bank is hereby authorized by the Borrower Parties each Credit Party at any time or from time to time, without notice to the Borrower Parties or to any other PersonCredit Party, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder Issuing Bank to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or such Issuing Bank hereunder and under the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document hereto or any Bank Products Documentthereto, irrespective of whether or not (a) the such Lender Group or such Issuing Bank shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off hereunder shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Revolving Lenders, and (ii) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and Issuing Bank agrees to notify the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at any time that occurrence of an Event of Default existsand during the continuation thereof, the Administrative Agent and each member of the Lender Group and each subsequent holder of the Obligations is Banks are hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group Bank or any such holder Administrative Agent, to or for the credit or the account of the Borrower or any Borrower Partyof its Restricted Subsidiaries, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document Banks and any Bank Products Documentsthe Administrative Agent, including, but not limited to, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, the Notes or any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group any Bank or Administrative Agent shall have made any demand hereunder or (b) the Lender Group any Bank or Administrative Agent shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 8.2 and although said such obligations and liabilities, liabilities or any of them, them shall be contingent or unmatured. Any sums obtained Upon direction by any member the Administrative Agent with the consent of all of the Lender Group Banks each Bank holding deposits of the Borrower or by any subsequent holder of its Restricted Subsidiaries shall exercise its set-off rights as so directed; and, within one (1) Business Day following any such setoff, the Administrative Agent shall give notice thereof to the Borrower. Notwithstanding anything to the contrary contained in this Section 11.4, no Bank shall exercise any right of offset without the prior consent of the Majority Banks so long as the Obligations shall be subject to secured by any real property or real property interest including leaseholds located in the application State of payments California, it being understood and agreed that the provisions of Article 2this sentence are for the exclusive benefit of the Banks, may be amended, modified or waived by the Majority Banks without notice to or consent of the Borrower or any Subsidiary of the Borrower and shall not constitute a waiver of any rights against the Borrower or any Subsidiary or against any Collateral.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, with the prior written consent of the Administrative Agent, each member of Lender, the Lender Group and L/C Issuer, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, without notice to the Borrower Parties or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, L/C Issuer, subsequent holder, or any such holder affiliate, to or for the credit or the account of any the Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower PartiesObligations then due to that Lender, to any member of the Lender Group L/C Issuer, or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Bank provided by way law, upon the occurrence of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member and the acceleration of the Lender Group and each subsequent holder of obligations owing in connection with the Obligations is hereby authorized by the Borrower Parties Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Sections 9.1(a) or from time to time(b), the Bank shall have the right, without prior notice to the Borrower Parties or to any other PersonCredit Party, any such notice being hereby expressly waivedwaived by the Borrower and each other Credit Party to the extent not prohibited by applicable law, to set-off and to appropriate and apply against any and all deposits (general or specialindebtedness, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group Borrower or such other Credit Party, as the case may be, to the Bank any of its Affiliates in any escrow amount owing from the Bank to the Borrower or custodial account) and any such other Funded Debt Credit Party, as the case may be, at, or at any time held or owing by after, the happening of any member of the Lender Group above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by the Bank against the Borrower or such other Credit Party, as the case may be, or against any such holder to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or the account of any Borrower Partyexecution, against and on account of the obligations and liabilities judgment or attachment creditor of the Borrower Partiesor such other Credit Party, as the case may be, or against anyone else claiming through or against the Borrower or such other Credit Party, as the case may be, or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by the Bank prior to any member the making, filing or issuance, or service upon the Bank of, or of the Lender Group or notice of, any such holder under this Agreementpetition, any Revolving Loan Notesassignment for the benefit of creditors, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims appointment or application for the appointment of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilitiesa receiver, or issuance of execution, subpoena, order or warrant. The Bank agrees promptly to notify the Borrower after any such set-off and application made by the Bank, provided that the failure to give such notice shall not affect the validity of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to after the extent limited applicable Maturity Date (whether by Applicable Lawacceleration or otherwise), at the Lenders and any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is Affiliates are hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lenders or such Lender Group or any such holder Affiliate to or for the credit or the account of any of the Borrower PartyParties, against and on account of the obligations and liabilities of any of the Borrower Parties, Parties to any member of the Lender Group or any such holder Lenders under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsCredit Party Interest Hedge Agreement, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products DocumentCredit Party Interest Hedge Agreement, irrespective of whether or not (a) the Lender Group Lenders shall have made any demand hereunder or (b) the Lender Group Lenders shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 hereof and although said obligations and liabilities, or any of them, shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations Lender Affiliate shall be subject to the application of payments provisions of Article 22 hereof. Upon direction by the Administrative Agent, with the consent of the Majority Lenders, after the applicable Maturity Date (whether by acceleration or otherwise), each Lender and each Lender Affiliate holding deposits of any of the Borrower Parties shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuation of any time that an Event of Default exists, each member of the Lender Group Lenders and each subsequent holder of the Obligations their Affiliates is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, includingprovisional or final, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the that Lender Group or any such holder Affiliate of that Lender to or for the credit or the account of any the Borrower Party, or the Borrower against and on account of the obligations and liabilities Obligations of the Borrower Parties, or the Borrower to that Lender (or any Affiliate of that Lender) or to any member of the other Lender Group (or any such holder Affiliate of any other Lender) under this Agreement, any Revolving Loan Notes, any the Letters of Credit and participations therein and the other Loan Document and any Bank Products Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, the Letters of Credit and participations therein or any other Loan Document or any Bank Products Document, irrespective of whether or not (ai) the that Lender Group shall have made any demand hereunder or (bii) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, shall may be contingent or unmatured. Any sums obtained by any member of , provided that following such set off, appropriation and application, the Lender Group or by any subsequent holder of the Obligations taking such action shall be subject provide written notice thereof to the application of payments provisions of Article 2Borrower and the Administrative Agent.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, except Seller hereby grants to the extent limited by Applicable Law, at any time that Buyer and its Affiliates a right of set-off while an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other PersonSeller, any such notice being hereby expressly waivedsum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to set-off Buyer or any Affiliate of Buyer against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or its Affiliates to appropriate Seller and apply (ii) any and all deposits (general or specialspecified), time monies, credits, securities, collateral or demandother property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Buyer or its Affiliates or any entity under the control of Buyer or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, Funded Debt evidenced by certificates branches and agencies of depositBuyer, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of wherever located). Buyer and its Affiliates in any escrow or custodial account) and any other Funded Debt are hereby authorized at any time held or owing by any member and from time to time upon the occurrence and during the continuance of the Lender Group or any such holder an Event of Default, without notice to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower PartiesSeller, to set-off, appropriate, apply and enforce such right of set-off against any member of and all items hereinabove referred to against any amounts owing to Buyer or its Affiliates by Seller under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Transaction Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether Buyer or not (a) the Lender Group its Affiliates shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilitiessuch amounts, or any of them, shall be unmaturedcontingent or unmatured and regardless of any other collateral securing such amounts. Any sums obtained by any member If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the Lender Group or by any subsequent holder of the Obligations shall be estimate, subject to the application relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 13(c) shall be effective to create a charge or other security interest. This Article 13(c) shall be without prejudice and in addition to any right of payments provisions set-off, combination of Article 2accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). ANY AND ALL RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law or otherwise, and not by way of limitation of any such rights, except Seller hereby grants to the extent limited by Applicable Law, at any time that an Event Purchaser and its Affiliates a right of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to timeset-off, without notice to Seller, of any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the Borrower Parties currency, place of payment or booking office of the sum or obligation) owed by Seller to Purchaser or any other PersonAffiliate of Purchaser against (i) any sum or obligation (whether or not arising under this Agreement, any such notice being hereby expressly waivedwhether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Purchaser or its Affiliates to set-off Seller and to appropriate and apply (ii) any and all deposits (general or specialspecified), time monies, credits, securities, collateral or demandother property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Purchaser or its Affiliates or any entity under the control of Purchaser or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, Funded Debt evidenced by certificates branches and agencies of depositPurchaser, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of wherever located). (b) Purchaser and its Affiliates in any escrow or custodial account) and any other Funded Debt are hereby authorized at any time held or owing by any member and from time to time upon the occurrence and during the continuance of the Lender Group or any such holder an Event of Default, without notice to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower PartiesSeller, to set-off, appropriate, apply and enforce such right of set-off against any member of and all items hereinabove referred to against any amounts owing to Purchaser or its Affiliates by Seller under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Transaction Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether Purchaser or not (a) the Lender Group its Affiliates shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilitiessuch amounts, or any of them, shall be unmaturedcontingent or unmatured and regardless of any other collateral securing such amounts. Any sums obtained by any member If a sum or obligation is unascertained, Purchaser may in good faith estimate that obligation and set-off in respect of the Lender Group or by any subsequent holder of the Obligations shall be estimate, subject to the application relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 15 shall be effective to create a charge or other security interest. This Article 15 shall be without prejudice and in addition to any right of payments provisions set-off, combination of Article 2accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (c) ANY AND ALL RIGHTS TO REQUIRE PURCHASER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO PURCHASER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. (a) Each of the Seller, the Purchaser, the Issuer and the Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in any account described herein or in the Basic Documents for any amount owed to it by any Note Purchaser or any Noteholder. (b) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to during the extent limited by Applicable Law, continuance of any Event of Default hereunder: (i) each Note Purchaser is hereby authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties Purchaser or to any other Personthe Issuer, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced obligation owing by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group such Note Purchaser or any of its Affiliates in to the Purchaser or the Issuer, or against any escrow funds or custodial account) and any other Funded Debt at any time held or owing by any member property of the Lender Group Purchaser or the Issuer, held by or otherwise in the possession of such Note Purchaser or any such holder to or for of its Affiliates, the credit respective obligations of the Purchaser or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, Issuer to any member of the Lender Group or any such holder Note Purchaser under this Agreement, any Revolving Loan Notes, any Agreement and the other Loan Document Basic Documents and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group such Note Purchaser shall have made any demand hereunder or thereunder; provided that if a Class B Note Purchaser elects to exercise its right of set-off pursuant to this clause (bi) at any time that it is not the Lender Group Controlling Note Purchaser, such Class B Note Purchaser shall have declared pay the principal amount of any such set-off to the Trustee for deposit into the Collection Account for application pursuant to Section 5.7 hereof; and (ii) each Note Purchaser is hereby authorized at any time and interest on from time to time, without notice to the Loans and Seller or the Servicer, such notice being hereby expressly waived, to set-off any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted obligation owing by Section 9.2 and although said obligations and liabilities, such Note Purchaser or any of themits Affiliates to the Seller or the Servicer, shall be unmatured. Any sums obtained by or against any member funds or other property of the Lender Group Seller or the Servicer held by or otherwise in the possession of such Note Purchaser or any subsequent holder of its Affiliates, the respective obligations of the Obligations Seller or the Servicer to such Note Purchaser under this Agreement and the other Basic Documents and irrespective of whether or not such Note Purchaser shall be subject have made any demand hereunder or thereunder; provided that if a Class B Note Purchaser elects to exercise its right of set-off pursuant to this clause (ii) at any time that it is not the Controlling Note Purchaser, such Class B Note Purchaser shall pay the amount of any such set-off to the Trustee for deposit into the Collection Account for application of payments provisions of Article 2pursuant to Section 5.7 hereof.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law (a) LENDER and not by way its affiliates / group companies shall have the paramount right of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and apply nature (including fixed deposit) held / balances lying in any accounts of the Borrower/s, whether in single name or joint name(s) and on any monies, securities, bonds and all deposits (general or specialother assets, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts documents and properties held by / under the control of LENDER and/or its group companies (whether by way of security or otherwise pursuant to any member contract entered / to be entered into by the Borrower/s in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of LENDER’s or its group companies’ services extended to and/or used by the Lender Group Borrower/s and/or as a result of any other facilities that may be granted by LENDER and/or its group companies to the Borrower/s. LENDER and/or its group companies are entitled without any notice to the Borrower/s to settle any indebtedness whatsoever owed by the Borrower/s to LENDER and/or its group companies, (whether actual or contingent, or whether primary or collateral or whether joint and/or several) hereunder or under any other document / agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the balance of any account/s held by the Borrower/ s with LENDER and/or its group companies notwithstanding that the deposit(s) / balances lying in such account(s) may not be expressed in the same currency as such indebtedness. LENDER’s and its group companies rights hereunder shall not be affected by the Borrower/s’ bankruptcy, death or winding- up. It shall be the Borrower/s’ sole responsibility and liability to settle all disputes / objections with any such joint account holders. (b) In addition to the above mentioned right or any other right which LENDER and its group companies may at any time be entitled whether by operation of law, contract or otherwise, the Borrower authorizes LENDER: (a) to combine or consolidate at any time all or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations accounts and liabilities of the Borrower Parties, with or to any member branch of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or LENDER and/or its group companies; (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or sell any of themthe Borrower/s’ securities or properties held by LENDER by way of public or private sale without having to institute any judicial proceeding whatsoever and retain / appropriate from the proceeds derived there from the total amounts outstanding to LENDER and/or its group companies from the Borrower/s, shall be unmatured. Any sums obtained by any member including costs and expenses in connection with such sale; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the Lender Group or by any subsequent holder sole discretion of the Obligations shall be subject to the application of payments provisions of Article 2LENDER and/or its group companies.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Credit Parties at any time or from time to time, without notice to the Borrower Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Credit Party, against and on account of the obligations and liabilities of the Borrower Credit Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default existsreferred to in paragraph (a), (b)(i), (b)(ii)(A), (f) or (g) of Article 8, or upon any acceleration of Obligations under the Credit Documents pursuant to Article 8, each member of Lender and the Lender Group and each subsequent holder of the Obligations Issuing Bank is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of such Lender or the Lender Group or any such holder Issuing Bank to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or the Borrower PartiesIssuing Bank hereunder, to any member the Letters of Credit and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (a) such Lender or the Lender Group Issuing Bank shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, shall may be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation law, upon the occurrence and during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, each Lender and each of its Affiliates are authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonCredit Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Credit Party) to the fullest extent permitted by law, but in the case of a Lender or any Affiliate of a Lender, subject to receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set-set off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held by, and other indebtedness at any time owing by, such Lender or owing by any member of the Lender Group or any such holder Affiliate to or for the credit or the account of the respective Credit Parties against any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, all Obligations owing to any member of the such Lender Group hereunder or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsCredit Document, including, but not limited to, all claims of any nature now or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made demand under this Credit Agreement or any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Credit Document and although said obligations such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and liabilitiesthe Administrative Agent after any such set‑off and application made by such Lender; provided, or however, that the failure to give such notice shall not affect the validity of such set‑off and application. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of themsetoff, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Lender Group or by any subsequent holder of Administrative Agent and the Obligations shall be subject to the application of payments provisions of Article 2Lenders.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited not prohibited by Applicable Lawlaw or Contractual Obligation of such Lender Party, at during the existence of any time that an Event of Default existsDefault, each member of the Lender Group and each subsequent holder of the Obligations Party is hereby irrevocably authorized by the Borrower Parties Borrower, at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by including certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness, in each case whether direct or indirect or contingent or matured or unmatured at any time held or owing by any member of the such Lender Group or any such holder Party to or for the credit or the account of any Borrower Partythe Borrower, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products DocumentObligations, irrespective of whether or not (a) the such Lender Group Party shall have made any demand hereunder for payment, provided that such Lender Party shall, promptly following such set off or application, give notice to the Borrower thereof, which notice shall contain an explanation of the basis for the set off or application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (bx) all amounts so set off shall be paid over immediately to the Lender Group shall have declared Agent for further application in accordance with the principal provisions of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities2.22 and, or any of thempending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. In (a) Subject to Section 2.20 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable LawBorrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time, or from time that to time while, an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to set-receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any member Affiliate of the Lender Group Administrative Agent, such Issuing Bank or any such holder Lender, or such Participant, to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities any of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products DocumentObligations, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal all of and interest on the Loans and any Revolving Loan Notes and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by Section 9.2 11.1, and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the such Obligations shall be subject contingent or unmatured. (b) Each Lender agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Loan held by it (other than payments received pursuant to Sections 4.1, 4.2 and 4.5) which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest or fees due with respect to any Loan held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders and such other adjustments shall be made as may be required so that all such payments of principal, interest or fees with respect to the application of payments provisions of Article 2Loans held by the Lenders shall be shared by the Lenders pro rata according to their respective Revolving Commitments.

Set-Off. In addition to and without limiting any rights now of set-off that a party hereto may have as a matter of law, pursuant to contract or hereafter granted under Applicable Law otherwise, upon the occurrence of an Early Termination Event or an Event of Default, the party that is not the Affected Party (in the case of an Early Termination Event), or is not the Defaulting Party (in the case of an Event of Default), (in each case, “Party X”) shall have the right to terminate, liquidate and not otherwise close out the transactions contemplated by way this Confirmation pursuant to the terms hereof, and to set off any obligation that Party X, or, if Party A is Party X, any affiliate of Party X solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have to the other party (“Party Y”) hereunder, thereunder or otherwise, including without limitation any obligation to make any release, delivery or payment to Party Y pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y, against any right Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have against Party Y, including without limitation any right to receive a payment or delivery pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Shares or right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time. If an obligation or right is unascertained at the time of any such rightsset-off, except to the extent limited by Applicable LawCalculation Agent may in good faith estimate the amount or value of such obligation or right, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to in which case set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member effected in respect of that estimate, and the Lender Group or by any subsequent holder of the Obligations relevant party shall be subject account to the application of payments provisions of Article 2other party at the time such obligation or right is ascertained.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law the Loan Documents or applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group and Lender, each subsequent holder of the Obligations any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower Parties and each Guarantor at any time or from time to time, subject to the prior written consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group that Lender, subsequent holder, or any such holder affiliate, to or for the credit or the account of any Borrower Partyor such Guarantor, whether or not matured, against and on account of the obligations and liabilities Obligations of the Borrower Partiesor such Guarantor to that Lender, to any member of the Lender Group or any such subsequent holder under this Agreement, any Revolving the Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving the Loan Notes, any other Loan Document or any Bank Products DocumentDocuments, irrespective of whether or not (a) the Lender Group that Lender, or subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions of Article 2setoff.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to upon and after the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsand during the continuance thereof, each member the Lenders and any assignee or participant of the a Lender Group and each subsequent holder of the Obligations is in accordance with Section 14.10 are hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt indebtedness at any time held or owing by any member of the Lender Group Lenders, or any such holder assignee or participant to or for the credit or the account of any the Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, Obligations irrespective of whether or not (a) the Lender Group Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (b) the Lender Group Administrative Agent shall have declared any or all of the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder Obligations to be due and payable as permitted by Section 9.2 12.2 and although said obligations and liabilities, or any of them, shall be unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the such Obligations shall be subject contingent or unmatured. Notwithstanding the preceding sentence, each Lender agrees to notify the Borrower and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) Any amount to be set-off pursuant to Section 14.3(a) shall be denominated in Dollars and any amount denominated in an Alternative Currency shall be in an amount equal to the application Dollar Amount of payments provisions such amount as determined by the Administrative Agent on the day of Article 2such proposed set-off. (c) Each Lender and any assignee or participant of such Lender in accordance with Section 14.10 are hereby authorized by the Borrower to combine currencies, as deemed necessary by such Person, in order to effect any set-off pursuant to Section 14.3(a).

Set-Off. (a) (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower PartyBorrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of Lender and the Lender Group Issuing Bank (and each subsequent holder of the Obligations is their respective Affiliates) are hereby authorized by the Borrower Parties each Credit Party at any time or from time to time, without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of such Lender or the Lender Group Issuing Bank or any such holder their respective Affiliates to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or the Borrower PartiesIssuing Bank or their respective Affiliates hereunder, to any member the Letters of Credit and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (a) the such Lender Group or Issuing Bank (or any of their respective Affiliates) shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit or any other amounts due hereunder to be shall have become due and payable as permitted by Section 9.2 pursuant to Article 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to the Administrative Agent for further application in accordance with the provisions of Sections 2.17 and 2.22 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender, the application Issuing Bank and their respective Affiliates under this Section 10.04 are in addition to other rights and remedies (including other rights of payments provisions of Article 2set-off) that such Lender, the Issuing Bank or their respective Affiliates may have.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates otherwise fully matured, and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower PartyBorrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions of Article 2such excess payment so recovered, but without interest.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default existsDefault, each member of the Lender Group Bank and each subsequent holder of the Obligations any Note is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates and in any escrow or custodial accountwhatever currency denominated) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group that Bank or any such that subsequent holder to or for the credit or the account of any Borrower Partythe Borrower, whether or not matured, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group that Bank or any such that subsequent holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Credit Documents, irrespective of whether or not (a) the Lender Group that Bank or that subsequent holder shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and any Revolving Loan or Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. (b) Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be unmatured. Any sums obtained necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDED, HOWEVER, that if any such purchase is made by any member of Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the Lender Group or by any subsequent holder of related purchases from the Obligations other Banks shall be subject rescinded ratably and the purchase price restored as to the application portion of payments provisions such excess payment so recovered, but without interest. For purposes of Article 2this Section 11.7(b), amounts owed to or recovered by, the Issuing Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the Issuing Agent as a Bank hereunder.

Set-Off. In addition to any other rights now and remedies that such Lender or hereafter granted under Applicable Law such L/C Issuer may have, upon the occurrence and not by way during the continuance of limitation an Event of any such rightsDefault, except to the extent limited by Applicable Law, each Lender and each L/C Issuer and each of their respective Affiliates is hereby authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by each Borrower, to set-the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of depositprovisional or final, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountwhatever currency) and any other Funded Debt at any time held or and other obligations (in whatever currency) at any time owing by any member of the such Lender Group or any such holder L/C Issuer to or for the credit or the account of any Borrower Party, against any and on account all of the obligations and liabilities of the such Borrower Parties, to any member of the Lender Group now or any such holder hereafter existing under this Agreement, any Revolving Loan Notes, Agreement or any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature to such Lender or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentsuch L/C Issuer, irrespective of whether or not (a) the such Lender Group or such L/C Issuer shall have made any demand hereunder under this Agreement or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving other Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Document and although said such obligations and liabilitiesof such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off hereunder, or any (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of themSection 2.17 and, pending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender and each L/C Issuer agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such L/C Issuer; provided, however, that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Credit Parties at any time or from time to time, without notice to the Borrower Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial account) and any other Funded Debt Indebtedness at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Credit Party, against and on account of the obligations and liabilities of the Borrower Credit Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 8.2 and although said obligations and liabilities, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. (a) In addition to any rights now or hereafter granted under Applicable the Repurchase Documents, Requirements of Law or otherwise, Seller hereby grants to Buyer and not by way of limitation of any such rightseach Indemnified Person, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member secure repayment of the Lender Group and each subsequent holder Repurchase Obligations, a right of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off upon any and to appropriate all of the following: monies, securities, collateral or other property of Seller and apply any proceeds from the foregoing, now or hereafter held or received by Buyer, any Affiliate of Buyer or any Indemnified Person, for the account of Seller, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or general, specified, special, time or time, demand, includingprovisional or final) and credits, but not limited toclaims or Indebtedness of Seller at any time existing, Funded Debt evidenced and any obligation owed by certificates Buyer, any Affiliate of depositBuyer or any other Indemnified Person to Seller and to set—off against any Repurchase Obligations or Indebtedness owed by Seller and any Indebtedness owed by Buyer, any Affiliate of Buyer or any other Indemnified Person to Seller, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but whether or not including any amounts held by any member arising under the Repurchase Documents and irrespective of the Lender Group currency, place of payment or any booking office of its Affiliates the amount or obligation and in any escrow or custodial account) and any other Funded Debt each case at any time held or owing by Buyer, any member Affiliate of the Lender Group Buyer or any such holder Indemnified Person to or for the credit or the account of any Borrower Seller, without prejudice to Buyer’s right to recover any deficiency. Each of Buyer, each Affiliate of Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable by Seller to Buyer or any Indemnified Person under the Repurchase Documents, the Repurchase Obligations or otherwise or upon the occurrence of an Event of Default, without notice to Seller or any other Repurchase Party, against any such notice being expressly waived by Seller and on account each other Repurchase Party to the extent permitted by any Requirements of the obligations and liabilities of the Borrower PartiesLaw, to set—off, appropriate, apply and enforce such right of set—off against any member of the Lender Group and all items hereinabove referred to against any amounts owing to Buyer or any such holder Indemnified Person by Seller under this Agreement, any Revolving Loan Notes, any other Loan Document the Repurchase Documents and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documentthe Repurchase Obligations, irrespective of whether Buyer, any Affiliate of Buyer or not (a) the Lender Group any Indemnified Person shall have made any demand hereunder under the Repurchase Documents and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS, THE PLEDGED COLLATERAL OR OTHER COLLATERAL UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET—OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER. (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, Buyer or any Indemnified Person shall promptly notify Seller after any such set—off and application made by Buyer or such Indemnified Person, provided that the failure to give such notice shall not affect the validity of themsuch set—off and application. If an amount or obligation is unascertained, shall be unmatured. Any sums obtained by any member Buyer may in good faith estimate that obligation and set-off in respect of the Lender Group or by any subsequent holder of the Obligations shall be estimate, subject to the application relevant Party accounting to the other Party when the amount or obligation is ascertained. Nothing in this Section 18.17 shall be effective to create a charge or other security interest. This Section 18.17 shall be without prejudice and in addition to any right of payments provisions set-off, combination of Article 2accounts, Lien or other rights to which any Party is at any time otherwise entitled.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation law, upon the occurrence and during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, each Lender and its Affiliates are authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower 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, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held or by, and other indebtedness at any time owing by any member of the by, such Lender Group or any such holder Affiliate to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, against any and all Obligations owing to any member of the such Lender Group hereunder or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsDocument, including, but not limited to, all claims of any nature now or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made demand under this Agreement or any demand hereunder other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (bx) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group shall have declared provide promptly to the principal Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and interest on their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Loans Borrower and the Administrative Agent after any Revolving Loan Notes such set-off and other amounts due hereunder to be due and payable as permitted application made by Section 9.2 and although said obligations and liabilities, such Lender or any of themits Affiliates; provided, however, that the failure to give such notice shall be unmatured. Any sums obtained by any member not affect the validity of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation law, upon the occurrence and during the continuance of any such rightsEvent of Default, except to the extent limited by Applicable Law, each Lender is authorized at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without prior notice to the Borrower Parties Company or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Company (on its own behalf and on behalf of each Loan Party) 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, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured provisional or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accountfinal) and any other Funded Debt at any time held or by, and other indebtedness at any time owing by any member of the by, such Lender Group or any such holder to or for the credit or the account of the respective Loan Parties against any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, all Obligations owing to any member of the such Lender Group hereunder or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products DocumentsDocument, including, but not limited to, all claims of any nature now or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender Group shall have made demand under this Agreement or any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving other Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 Document and although said obligations and liabilitiessuch Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided, or that in the event that any Defaulting Lender shall exercise any such right of themsetoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be unmatured. Any sums obtained segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall be subject to not affect the application validity of payments provisions of Article 2such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations Issuing Bank is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime subject to the consent of the applicable Collateral Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than Collateral Agents), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded including Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt at any time held or owing by any member of the such Lender Group or any such holder Issuing Bank to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender or Issuing Bank hereunder, the Borrower PartiesLetters of Credit, to any member of Bank Guarantees and participations therein and under the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit, Bank Guarantees and participations therein or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (a) the such Lender Group or Issuing Bank shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and amounts in respect of the Letters of Credit, Bank Guarantees or any other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained by any member paid over immediately to the applicable Collateral Agent for further application in accordance with the provisions of the Lender Group or by any subsequent holder of the Obligations Sections 2.17 and 2.22 and, pending such payment, shall be subject segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Collateral Agents, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to Collateral Agents a statement describing in reasonable detail the application Credit Agreement Obligations owing to such Defaulting Lender as to which it exercised such right of payments provisions setoff. The rights of Article 2each Lender, Issuing Bank and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuation of any time that an Event of Default existsDefault, Administrative Agent, each member of the Lender Group and each subsequent holder of the Obligations their respective Affiliates is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime (subject, in the case of a Lender or its Affiliates) to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates unmatured (in any escrow or custodial accountwhatever currency)) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder Administrative Agent, to or for the credit or the account of any Borrower Party, Credit Party (in whatever currency) against and on account of the obligations and liabilities of any Credit Party to such Lender or Administrative Agent and under the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Credit Document, irrespective of whether or not (a) the such Lender Group or Administrative Agent shall have made any demand hereunder or hereunder, (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such different from the branch or office holding such deposit or obligation or such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify Borrower and Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall be subject not affect the validity of such setoff and application. The rights of each Lender and their respective Affiliates under this Section 10.4 are in addition to the application other rights and remedies (including other rights of payments provisions of Article 2setoff) that such Lender or its respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, except to upon the extent limited by Applicable Law, at occurrence and during the continuance of any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Parties any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow or custodial accounttrust accounts) and any other Funded Debt Indebtedness at any time held or owing by any member of the such Lender Group or any such holder to or for the credit or the account of any Borrower Party, Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender and participations therein and under the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreementhereto, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and or the interest on the Loans and or any Revolving Loan Notes and other amounts due hereunder to be shall have become due and payable as permitted by pursuant to Section 9.2 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be unmatured. Any sums obtained paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.14 and Section 2.15(b) and, pending such payment, shall be segregated by any member such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender Group or by any subsequent holder of shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations shall be subject owing to the application such Defaulting Lender as to which it exercised such right of payments provisions set-off. The rights of Article 2each Lender and its respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its respective Affiliates may have.