Common use of Set-Off Clause in Contracts

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.12 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatessuch L/C Issuer, irrespective of whether or not such Lender or Affiliate such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender 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 Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each 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 not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or their respective Affiliatessuch L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 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 setoff. The rights of each Lender 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 Lender, such L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender or any of its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest 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, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Lenders or Affiliate the Holders shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) banker's lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent of the Majority Secured Parties, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all amounts so set off shall be paid over immediately to costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the Administrative Agent for further application exercise of setoff rights provided 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 foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after not be enforced by any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationCredit Party.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Company, any such notice being waived by the Administrative Agent, Company to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-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 2.11 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 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 setoffset-off. The rights of each Lender and their respective its Affiliates under this Section 10.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise beneficially owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.13 [Defaulting Lenders] 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 Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, provided that the failure Guaranty or any other security, right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.12 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 setoff. The rights of each Lender and their respective Affiliates under this Section 11.08 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without prior notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender or any such Affiliate Secured Party to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan part thereof in such amounts as the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and provisions of the Credit Agreement, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the other Loan Documents and claims of every nature and description of the Borrower Collateral Agent or such Loan Secured Party now or hereafter existing against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document Document, as the Collateral Agent or such Secured Party may elect, subject in all respects to such Lender or their respective Affiliatesthe terms and provisions of the Credit Agreement, irrespective of whether or not the Collateral Agent or such Lender or Affiliate shall have Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Collateral Agent or are owed to a branch office or Affiliate the applicable Secured Party shall notify such Subsidiary Guarantor promptly of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative application made by the Collateral Agent for further application in accordance with the provisions of Section 2.15 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Secured Party 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationproceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to the terms and provisions of the Credit Agreement.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Party, and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLegal Requirement, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Party or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations Secured Obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Party or their respective AffiliatesAffiliate, irrespective of whether or not such Lender Party or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan any Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender Party or Affiliate different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 Agent, the Issuing Lender, the Swingline Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender, such Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender or any such Affiliate Secured Party to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan part thereof in such amounts as the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and provisions of the Credit Agreement, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the other Loan Documents and claims of every nature and description of the Borrower Collateral Agent or such Loan Secured Party now or hereafter existing against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document or otherwise, as the Collateral Agent or such Secured Party may elect, subject in all respects to such Lender or their respective Affiliatesthe terms and provisions of the Credit Agreement, irrespective of whether or not the Collateral Agent or such Lender or Affiliate shall have Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Collateral Agent or are owed to a branch office or Affiliate the applicable Secured Party shall notify such Subsidiary Guarantor promptly of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative application made by the Collateral Agent for further application in accordance with the provisions of Section 2.15 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Secured Party 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationproceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to the terms and provisions of the Credit Agreement.

Set-Off. If an Event (a) In addition to any rights and remedies of Default shall have occurred the Bank provided by law, upon the occurrence and be continuingduring the continuance of any event of default under this Agreement, each Lender and each of their respective Affiliates the Bank is hereby authorized authorized, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank or its affiliates against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by few. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall net effect the validity of such set-off and application. (c) For the purposes of this paragraph, “Deposits” means any deposits (general genera] or special, time or demand, provisional or final, in whatever currencyindividual or Joint) at as well as any time held and money, instruments, securities, credits, claims, demands, income or other obligations (in whatever currency) at any time owing property, rights or interests owned by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all Obligor which come into the possession or custody or under the control of the obligations Bank or its affiliates. “Obligations” means all obligations, now or hereafter existing, of the Borrower or such Loan Party now or hereafter existing to the Bank under this Agreement or and under any other Loan Document to such Lender agreement or their respective Affiliatesinstrument executed in connection with this Agreement, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such the obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions Bank of Section 2.15 andany Obligor, pending such paymentTO THE EXTENT PERMITTED BY LAW, 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS ARE HEREBY VOLUNTARILY, provided that the failure to give such notice shall not affect the validity of such setoff and applicationINTENTIONALLY, AND IRREVOCABLY WAIVED.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender and 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 its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and 11.1.1 The Borrower irrevocably authorises each of their respective Affiliates is hereby authorized the Lender Finance Parties at any time after all or any part of the Lender Indebtedness shall have become due and payable to set off any liability of the Borrower to any of the Lender Finance Parties (whether present or future, actual or contingent, and irrespective of the branch or office, currency or place of payment) against any credit balance from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply time standing on any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower (whether current or otherwise and whether or not subject to notice) with any other Loan Party against branch of any and all of the obligations Lender Finance Parties in or towards satisfaction of the Lender Indebtedness and, in the name of that Lender Finance Party or the Borrower, to do all acts (including, without limitation, converting or exchanging any currency) and execute all documents which may be required to effect such application. The relevant Lender Finance Party will notify the Borrower forthwith upon the exercise or purported exercise of any rights under this clause 11.1. 11.1.2 For such Loan purposes, each Lender Finance Party now is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application. No Lender Finance Party shall be obliged to exercise any right given to it by this clause 11. 1. The Lender Finance Party shall notify the Borrower forthwith upon the exercise or hereafter existing purported exercise of any right of set-off giving full details in relation thereto. 11.1.3 Without prejudice to their rights hereunder and/or under any of the Swap Agreements, the Swap Providers may at the same time as, or at any time after, any Event of Default under this Agreement or the Borrower’s default under any other Loan Document of the Swap Agreements set-off any amount due now or in the future from the Borrower to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand the Swap Providers under this Agreement or against any other Loan Document and although such obligations amount due from the Swap Providers to the Borrower under any of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate Swap Agreements and apply the first amount in discharging the second amount. The effect of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off under this clause 11.1.3 shall be paid over immediately effective to extinguish or, as the Administrative Agent for further application in accordance with case may require, reduce 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 liabilities of the Administrative Agent and Swap Providers under any of 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationSwap Agreements.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise beneficially owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the applicable Administrative Agent for further application in accordance with the provisions of Section 2.15 [Defaulting Lenders] 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 applicable Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the applicable 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 their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, provided that the failure Guaranty or any other security, right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat (i)(a) the obligations of Foreign Subsidiaries that become Designated Borrowers are several and not joint, and (b) no Lender shall exercise any rights under this Section 11.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.13 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 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 setoff. The rights of each Lender and their respective its Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 Agent, the L/C Issuers, the Swing Line Lender and the Lenders other 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 setoff. The rights of each Lender and 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 Borrower Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all of the obligations of the Borrower Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the Issuing Bank different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (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 2.22 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 Agent, the Issuing Bank, and the Lenders 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 setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event In addition to any rights and remedies of Default Buyer hereunder and by law, Buyer shall have occurred and be continuingthe right, without prior notice to any Seller Party, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Seller Party to the fullest extent permitted by applicable law, law to set off and appropriate and apply against any Obligation from any Seller Party or any Affiliate thereof to Buyer or any of its Affiliates any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender or due from Buyer or any such Affiliate thereof to or for the credit or the account of the Borrower any Seller Party or any other Loan Party against Affiliate thereof. Buyer may set-off cash, the proceeds of the liquidation of any Repurchase Assets and all other sums or obligations owed by Buyer or its Affiliates to a Seller Party or its Affiliates against all of the Seller Party’s or its Affiliate’s obligations of the Borrower to Buyer or such Loan Party now or hereafter existing its Affiliates, whether under this Agreement or under any other Loan Document to such Lender agreement between the parties or their respective Affiliatesbetween a Seller Party or its Affiliate and Buyer and any Affiliate of Buyer, irrespective of or otherwise, whether or not such Lender obligations are then due, without prejudice to Buyer’s or Affiliate shall have made its Affiliate’s right to recover any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 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 deficiency. Buyer agrees 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 and 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 to notify the Borrower and the Administrative Agent promptly Seller Parties after any such setoff set-off and application, application made by Buyer; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default or Default has occurred.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Lender, the Swingline Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, subject to Section 2.10(b), to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Lender, the Swingline Lender, or any such Affiliate to or for the credit or the account of the Borrower Company or any other Loan Credit Party against any and all of the obligations of the Borrower Company or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Lender, or their respective Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender, or the Swingline Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender, or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) 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 4.14 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 Agent, the Issuing Lenders, the Swingline Lender, and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Lender, the Swingline Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Lender, the Swingline Lender, or their respective Affiliates may have. Each Lender Lender, each Issuing Lender, and the Swingline Lender, agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each any Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations indebtedness (in whatever currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.14 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 setoff. The rights of each Lender and 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 Borrower Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an (a) During the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and deposits or other sums credited by or due from time to time, after obtaining the prior written consent any of the Administrative Agent, Banks to the fullest extent permitted by applicable law, to set off Borrower and apply any and all deposits (general securities or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account property of the Borrower in the possession of any such Bank may be applied to or any other Loan Party set off by such Bank against any and all the payment of the obligations Obligations. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliateswhether by voluntary payment, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations exercise of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions counterclaim, cross action, or enforcement 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 claim based on the Obligations owing to such Defaulting Lender Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the 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 distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to which it exercised its proportionate payment as contemplated by this Agreement; provided that if all or any part of such right excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of setoffsuch recovery, but without interest. (b) The Borrower authorizes the Agent and the Custodian to charge and/or set off against any deposit account or other account maintained with either the Agent or the Custodian on behalf of the Borrower and, in the case of the Agent, apply the proceeds thereof against repayment of any unpaid Obligations, or, in the case of the Custodian, remit the proceeds thereof to the Agent to be applied against repayment of any such unpaid Obligations. The rights In addition, the Custodian is hereby directed by the Borrower to dispose of each Lender the Borrower’s assets as selected by the Investment Adviser to the extent necessary to repay all amounts due to the Banks from the Borrower to the extent that the Obligations have not been paid when due or if an Event of Default has occurred and their respective Affiliates under this Section are in addition is continuing and the Obligations have been accelerated. If the Investment Adviser does not select a sufficient amount of assets of the Borrower to other rights repay all amounts due to the Banks from the Borrower within a reasonable time, the Custodian is hereby directed by the Borrower, upon the request of the Agent and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees upon one day’s prior written notice to notify the Borrower and the Administrative Agent promptly after Investment Adviser, to dispose of the Borrower’s assets to the extent necessary to repay all amounts due to the Banks from the Borrower. The foregoing shall be deemed to be continuing and irrevocable “proper instructions” to the Custodian for all purposes under the Custody Agreement. The foregoing shall be in addition to any such setoff other rights or remedies the Bank and application, provided that the failure to give such notice shall not affect Custodian may have against the validity Borrower following the occurrence of such setoff and applicationan Event of Default hereunder.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 17. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 17 shall have occurred be effective to create a charge or other security interest. This Section 17 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Xxxxxx agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the L/C Issuer different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.14 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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each any Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) Indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or their respective Affiliatessuch Affiliate hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or denominated in a currency different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 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 setoff. The rights of each Lender and 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 Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.11 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, Guarantor hereby grants to Buyer a right, following the occurrence and during the continuance of an Event of Default shall have occurred Default, to set-off, without notice to Guarantor, any sum or obligation whether or not arising under this Guaranty and be continuingirrespective of the currency, each Lender place of payment or booking office of the sum or obligation owed by Guarantor to Buyer or any Affiliate of Buyer against (i) any sum or obligation whether or not arising under this Guaranty and each irrespective of their the currency, place of payment or booking office of the sum or obligation owed by Buyer or its Affiliates to Guarantor, (ii) any and all deposits (general or specified), monies, credits, securities, collateral or other property of Guarantor and the proceeds therefrom, now or hereafter held or received for the account of Guarantor (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, without limitation, branches and agencies of Buyer, wherever located). Buyer and its Affiliates is are hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, after obtaining the prior written consent of the Administrative Agentwithout notice to Guarantor, to the fullest extent permitted by applicable lawset-off, to set appropriate, apply and enforce such right of set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of items hereinabove referred to against any amounts owing to Buyer or its Affiliates by Guarantor under the obligations of the Borrower Transaction Documents or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesGuaranty, irrespective of whether Buyer or not such Lender or Affiliate its Affiliates shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations amounts, or any of the Borrower or such Loan Party may them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a sum or are owed obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, relevant party accounting to the other when the obligation is ascertained. Nothing in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off this Article VI shall be paid over immediately effective to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, create a charge or other security interest. This Article VI shall be segregated by such Defaulting Lender from its other funds without prejudice 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 setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to any right of set-off, combination of accounts, lien or other rights and remedies to which any party is at any time otherwise entitled (including other rights whether by operation of setoff) that such Lender law, contract or their respective Affiliates may haveotherwise). Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationANY AND ALL RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY GUARANTOR UNDER THIS GUARANTY, provided that the failure to give such notice shall not affect the validity of such setoff and applicationPRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTOR.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized authorized, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, such L/C Issuer or any such Affiliate to to, or for the credit or the account of the Borrower or of, any other Loan Party against any and all of the obligations of the Borrower or such any Loan Party now or hereafter existing under this Agreement or any other Loan Document Document, to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, such L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document Document, and although such obligations of the Borrower or such Loan Party Parties may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, : (xi) 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 Agent, the L/C Issuers and the Lenders Lenders; and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender of the Lenders and the L/C Issuers agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.11 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent, without notice to the fullest extent permitted by applicable lawany Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of such Credit Party against and on account of the Borrower obligations and liabilities of such Credit Party to such Lender hereunder, the Letters of Credit and participations therein and the other Credit Documents, including all claims of any nature or description arising out of or connected herewith, the Letters of Credit and participations therein or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesCredit Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such said obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender and 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 haveunmatured. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Credit Party hereby further grants to Administrative Agent and each Lender a security interest in all deposits and accounts (other than trust accounts) maintained with Administrative Agent or such Lender as security for the Obligations.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Lender, the Swingline Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Lender, the Swingline Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Lender, or their respective Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender, or the Swingline Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender, or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) 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 4.14 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 Agent, the Issuing Lenders, the Swingline Lender, and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Lender, the Swingline Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Lender, the Swingline Lender, or their respective Affiliates may have. Each Lender Lender, each Issuing Lender, and the Swingline Lender, agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat (i) no Lender shall exercise any rights under this Section 10.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender and their respective Affiliates under this Section 10.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agentnotice to any Borrower, any such prior notice being waived by each Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations constituting a payment obligation owing to such Lender or their respective AffiliatesAffiliates hereunder or under any other Credit Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtednessobligation; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.12 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 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 setoff. The rights of each Lender and 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 Borrower Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence and continuance of any Lease Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, during the continuance thereof (but only after obtaining the prior written consent of the Administrative AgentMajority Credit Lenders, the Majority Mortgage Lenders and the Lessor) the Credit Lenders, the Mortgage Lenders, the Lessor and their respective Affiliates and any assignee or participant of any Mortgage Lender, any Credit Lender or the Lessor in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time or from time to time, without notice to the Credit Parties or to any other Person (subject to the above requirement to obtain the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, set‑off and to set off appropriate and to apply any and all deposits (general or special, time or demand, provisional including indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Mortgage Lender, such Credit Lender, the Lessor, their respective Affiliates or any assignee or participant of such Credit Lender, such Mortgage Lender or any such Affiliate the Lessor in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Operative Agreements irrespective of whether or not (a) such Credit Lender, such Mortgage Lender or Affiliate the Lessor shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, no Credit Lender, Mortgage Lender or are owed the Lessor shall exercise, or attempt to a branch office exercise, any right of set-off, banker’s lien, or Affiliate the like, against any deposit account or property of such any Credit Party held by any Credit Lender, any Mortgage Lender different or the Lessor, without the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise of set-off rights provided in the foregoing sentence is solely for the benefit of the Financing Parties and may not be enforced by any Credit Party. In addition to the foregoing, thatand not in limitation thereof, in the event that any Defaulting Credit Lender or any Defaulting Mortgage Lender shall exercise any such right of setoffset-off, but only after obtaining the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor, (xa) 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 2.3(c) of the Credit Loan Agreement and Section 2.3(c) of the Mortgage Loan Agreement, respectively, and, pending such payment, shall be segregated by such Defaulting Credit Lender or Defaulting Mortgage Lender, respectively, from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders other Secured Parties and (yb) the applicable Defaulting Credit Lender or Defaulting Mortgage Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations secured obligations owing to such Defaulting Lender entity as to which it exercised such right of setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationset-off.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Purchaser and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate to or for the credit or the account of the Borrower Issuer or any other Loan Credit Party against any and all of the obligations of the Borrower Issuer or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Note Document to such Lender Purchaser or their respective its Affiliates, irrespective of whether or not such Lender Purchaser or Affiliate shall have made any demand under this Agreement or any other Loan Note Document and although such obligations of the Borrower Issuer or such Loan Credit Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender Purchaser different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender Purchaser shall exercise any such right of setoff, (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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Purchasers and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender Purchaser and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Purchaser or their respective Affiliates may have. Each Lender Purchaser agrees to notify the Borrower Issuer and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an During the continuance of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent acceleration of the Administrative AgentObligations, any deposits or other sums credited by or due from any of the Banks to a Borrower, and any securities or other property of a Borrower in the possession of such Bank (except to the fullest extent permitted by applicable law, such Bank is holding any securities or other assets of such Borrower in its capacity as custodian of such Borrower) may be applied to or set off by such Bank against the payment of any of the Obligations, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank. Each Bank agrees with each other Bank that 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 a claim based on the Obligations of such Borrower 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 any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account payment of the Obligations of such Borrower or owing to such Bank (a “Benefited Bank”) any other Loan Party against any and amount in excess of its ratable portion of the payments received by all of the obligations Banks with respect to the Obligations of such Borrower 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 distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations of such Borrower or such Loan Party now or hereafter existing under owing to it its proportionate payment as contemplated by this Agreement Agreement; provided that if all or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate part of such Lender different excess payment is thereafter recovered from the branch office or Affiliate holding such deposit or obligated on Bank, such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 2.15 andsuch recovery, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of but without interest. Each Bank agrees to notify 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 setoff. The rights of each Lender and 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 to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and or application, provided that the failure to give such notice shall not affect the validity of such setoff and or application.

Set-Off. If an Event Subject to the terms of Default shall have occurred and be continuingthe Financing Orders, each Lender Grantor hereby irrevocably authorizes the Administrative Agent and each of their respective Affiliates is hereby authorized Lender at any time after the Loans and from time other amounts payable under the Credit Agreement shall have become due and payable pursuant to time, after obtaining the prior written consent Article VIII of the Administrative AgentCredit Agreement, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender or any such Affiliate to or for the credit or the account of the Borrower such Grantor, or any other Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Borrower Administrative Agent or such Loan Party now or hereafter existing Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lender or their respective Affiliatesmay elect, irrespective of whether or not such the Administrative Agent, any Lender or Affiliate shall have any other Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting unmatured. The Administrative Agent and each Lender shall exercise notify such Grantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending or 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationproceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Loans have occurred and be continuingbeen accelerated, each Lender Lender, each Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agentnotice to any Borrower, any such notice being waived by each Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits held in a trustee, in whatever currencyfiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, such Issuer or any such Affiliate to or for the credit or the account of the such Borrower or any other Loan Party against any and all of the obligations of the Borrower Obligations owing to such Lender, such Issuer or such Loan Party Affiliate, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Agent, such Lender or Affiliate such Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Obligations may be denominated in a different currency, contingent or unmatured. Each Lender and each Issuer agrees promptly to notify the Borrower Company and the Agent after any such set-off and application made by such Lender, such Issuer or such Loan Party may be contingent or unmatured or are owed Affiliate; provided, that, the failure to a branch office or Affiliate give such notice shall not affect the validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessset-off and application; provided, further, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) 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 3.12 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 Agent, the Lenders and the Issuers, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.11 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 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but in any event, excluding Excluded Assets) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or their its respective Affiliates, irrespective of whether or not such Lender Lender, or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) 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 2.20 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 (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to Section 8(a) or 8(g) (in the latter case with respect to the Borrower) of the Credit Agreement shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentGrantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender or any such Affiliate to or for the credit or the account of the Borrower such Grantor, or any other Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the obligations and liabilities of the Borrower or such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against any Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lender or their respective Affiliatesmay elect, irrespective of whether or not such the Administrative Agent or any Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting unmatured. The Administrative Agent and each Lender shall exercise notify such Grantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending or 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationproceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the 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 Administrative Agent or such Lender may have.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and Secured Party, together with each of their respective Affiliates its Affiliates, is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentAgent in accordance with Section 8.02, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by Parent, Holdings and each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other obligations Indebtedness (in whatever any currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Secured Party hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender or Affiliate different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoffset-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 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 Lenders, and (y) the such Defaulting Lender or Affiliate thereof shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate as to which it exercised such right of setoff. The rights of each Lender and 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 haveset-off. Each Lender Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Secured Party or any of its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of set-off) that the Administrative Agent and such Secured Party may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by each Specified Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Specified Credit Party or to any other Person (other than the Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Specified Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Specified Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or their respective Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) 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 Sections 2.12 and 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 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 setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.11 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event Each Loan Party hereby gives and confirms to each Bank a right of Default shall have occurred set-off of all moneys, securities and other property of such Loan Party (whether special, general or limited) and the proceeds thereof, now or hereafter delivered to remain with or in transit in any manner to such Bank, its Affiliates, correspondents or agents from or for such Loan Party, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of such Bank, its Affiliates, correspondents or agents in any way, and also, any balance of any deposit accounts and credits of such Loan Party with, and any and all claims of security for the payment of the Loans and of all other liabilities and obligations now or hereafter owed by any Loan Party to such Bank, contracted with or acquired by such Bank, whether such liabilities and obligations be continuingjoint, each Lender several, absolute, contingent, secured, unsecured, matured or unmatured, and each of their respective Affiliates is Loan Party hereby authorized authorizes each Bank, its Affiliates, correspondents or agents at any time and from time or times, without prior notice, to timeapply such money, after obtaining the prior written consent securities, other property, proceeds, balances, credits of claims, or any part of the Administrative Agentforegoing, to the fullest extent permitted by applicable lawsuch liabilities in such amounts as it may select, to set off and apply any and all deposits (general or specialwhether such liabilities be contingent, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office otherwise, and whether any collateral security therefor is deemed adequate or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessnot; provided, that, provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (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 2.16 (Defaulting Banks) and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are described herein shall be in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationcollateral security, provided that the failure to give such notice shall not affect the validity of such setoff and applicationif any, described in any separate agreement executed by any Loan Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatessuch Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.15 and 2.19 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 Agent, the Issuing Banks, and the Lenders Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective such Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or their respective Affiliatesthe L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender or any of its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Purchaser and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate to or for the credit or the account of the Borrower Issuer or any other Loan Credit Party against any and all of the obligations of the Borrower Issuer or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Note Document to such Lender Purchaser or their respective its Affiliates, irrespective of whether or not such Lender Purchaser or Affiliate shall have made any demand under this Agreement or any other Loan Note Document and although such obligations of the Borrower Issuer or such Loan Credit Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender Purchaser different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender Purchaser shall exercise any such right of setoff, (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 2.12 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Purchasers and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender Purchaser and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Purchaser or their respective Affiliates may have. Each Lender Purchaser agrees to notify the Borrower Issuer and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, continuing and each Lender and each of their respective Affiliates and branches is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or branch to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) 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 Sections 2.12 and 2.16 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 Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates or branches may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, if an Event of Default shall have has occurred and be is continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than the Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or their respective Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) 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 Sections 2.12 and 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 Lenders, and (y2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, if an Event of Default shall have has occurred and be is continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than the Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or their respective Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) 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 Sections 2.12 and 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 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 setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Loans have occurred and be continuingbeen accelerated, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits held in whatever currencya trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations and/or Guaranteed Obligations owing to such Lender or their respective Affiliatessuch Affiliate, now or hereafter existing, irrespective of whether or not the Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Obligations and/or Guaranteed Obligations may be denominated in a different currency, contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender or such Loan Party may be contingent or unmatured or are owed Affiliate; provided that the failure to a branch office or Affiliate give such notice shall not affect the validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessset-off and application; and provided, thatfurther, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 3.11 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 Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations and/or Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section ‎16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section ‎16 shall have occurred be effective to create a charge or other security interest. This Section ‎16 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Dealer agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by this Agreement and by law, the Lender shall have occurred and be continuingthe right, each Lender and each of their respective Affiliates is hereby authorized at without prior notice to Borrowers, any time and from time to time, after obtaining the prior written consent of the Administrative Agent, such notice being expressly waived by Borrowers to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Lender or any such Affiliate thereof to or for the credit or the account of any Borrower. Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s or any Repurchase Party’s obligations to the Lender or its Affiliates under this Loan Agreement with respect to a Borrower or any Citi Repurchase Facility with respect to such Repurchase Party or under any other Loan agreement between the parties or between Borrower or any Repurchase Party against and any and all affiliate of the obligations of the Borrower Lender, or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of otherwise whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthen due, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately without prejudice 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’s or its Affiliate’s right to recover any deficiency. 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 agrees 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 and 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 to notify the Borrower and the Administrative Agent promptly each Repurchase Party after any such setoff set-off and application, application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If Each Loan Party hereby grants the Agent and each Lender, a continuing lien, security interest and right of setoff as security for all Lender Obligations (other than Unasserted Lender Obligations), whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Agent or any Lender or any entity under the control of or common control with such Agent or Lender and their successors and assigns or in transit to any of them, provided such rights may be exercised only while an Event of Default shall have has occurred and be is continuing. At any time upon the occurrence and during the continuance of an Event of Default, without demand or notice except as required hereby in connection with an Event of Default (any such other notice being expressly waived by each Loan Party), the Agent and each Lender may setoff the same or any part thereof and each apply the same to any liability or obligation of their respective Affiliates is hereby authorized at any time Borrower and from time to time, after obtaining the prior written consent any Guarantor even though unmatured and regardless of the Administrative Agentadequacy of any other collateral securing the Lender Obligations. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LENDER OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Notwithstanding anything to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general contrary contained herein or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of Documents, the obligations of the Borrower or such Loan Party now or hereafter existing under rights specified in this Agreement or any other Loan Document Section 2.12 shall not apply to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, Excluded Collateral (as defined in the event that any Defaulting Lender shall exercise any such right of setoff, (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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationSecurity Agreement).

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates Issuing Bank is hereby authorized by each Borrower at any time and or from time to time, after obtaining the prior written consent of the Administrative Agentwithout notice to any Borrower, to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate Issuing Bank to or for the credit or the account of the any Borrower or any other Loan Party against any and all on account of the obligations and liabilities of the any Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatessuch Issuing Bank hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or thereto, irrespective of whether or not (a) such Lender or Affiliate such Issuing Bank shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) 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 2.21 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 Agent, the Issuing Banks, and the Lenders Revolving Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Each Lender and 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 Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe Issuing Lender, irrespective of whether or not such Lender or Affiliate the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the Issuing Lender different from the branch or office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender, the 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, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF PARENT OR ANY SUBSIDIARY OF PARENT HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Lender, such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.16 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 Agent, the Issuing Banks, and the Lenders 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 setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender of the Lenders and the Issuing Banks agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentRequired Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) 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 2.12 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 (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.08 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Credit Lenders, the Mortgage Lenders, the Lessor, their respective Affiliates is and any assignee or participant of a Credit Lender, a Mortgage Lender or the Lessor in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest 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, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Credit Lenders, the Mortgage Lenders, the Lessor, their respective Affiliates or any assignee or participant of a Credit Lender, a Mortgage Lender or any such Affiliate the Lessor in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Credit Lenders, the Mortgage Lenders, or Affiliate the Lessor shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, banker’s lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent of the Agent (x) all amounts so set off shall be paid over immediately to acting upon the Administrative Agent for further application direction of the Secured Parties in accordance with the provisions Intercreditor Agreement), and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the exercise of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held setoff rights provided in trust the foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties and (y) may not be enforced by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationLessee.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-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 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 setoffset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.. Table of Contents

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest 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, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Lenders or Affiliate the Holders shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately banker's lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent pursuant to the Administrative Intercreditor Agreement, and any Financing Party violating this provision shall indemnify the Agent for further application and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the exercise of setoff rights provided 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 foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after not be enforced by any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationCredit Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.11 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 setoff. The rights of each Lender and their respective Affiliates under this Section 11.08 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders or the LC Issuer provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender of the Lenders and each of their respective Affiliates the LC Issuer is hereby authorized at any time and from time to time, after obtaining without prior notice to any Loan Party or Alon USA, any such notice being waived by the prior written consent of the Administrative Agent, Loan Parties to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate the LC Issuer to or for the credit or the account of the Borrower or any other Loan Party or Alon USA against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or their respective Affiliatesthe LC Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or the LC Issuer or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender and the LC Issuer agrees promptly to a branch office or Affiliate of notify the Borrowers and the Administrative Agent after any such set‑off and application made by such Lender different from or the branch office or Affiliate holding such deposit or obligated on such indebtednessLC Issuer; provided, thathowever, in that the failure to give such notice shall not affect the validity of such set‑off and application. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) 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 3.07 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 Agent, the LC Issuer, the Swingline Lender and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the LC Issuer, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the LC Issuer, the Swingline Lender Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 116 42575.100083 EMF_US 48981686v14 or their respective Affiliates may have. Each Lender, the LC Issuer and the Swingline Lender agrees agree to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each other Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party against any and all of Obligations owing to the obligations of Administrative Agent and the Borrower or such Loan Party Lenders, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent, such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; unmatured, provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.16 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 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 setoff. The rights of each Lender 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 Lender, such L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all of the obligations of the Borrower Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, the Canadian Dollar Lender or their respective Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, the Issuing Lender, the Canadian Dollar Lender or Affiliate the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, the Issuing Lender, the Canadian Dollar Lender or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender and their respective Affiliates under [Second Amendment – SCP Pool Corporation] 109 this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Lender, the Canadian Dollar Lender and the Swingline Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.17 and, 83862495 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 Agent, and the Lenders 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 setoff. The rights of each Lender and 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 Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-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 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 setoffset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates Secured Party is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Guarantor, any such notice being waived by the Guarantor to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency) ), other than deposits in fiduciary accounts as to which a Guarantor is acting as fiduciary for another Person who is not a Guarantor, at any time held by, and other obligations Indebtedness (in whatever any currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Guarantors against any and all of the obligations of the Borrower Primary Obligations owing to such Secured Party hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not such Lender Agent or Affiliate such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Primary Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender Secured Party different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Secured Party that is a Defaulting Lender shall exercise any such right of setoffset-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 2.17 of the Credit Agreement 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 other Secured Parties, (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Primary Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and 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 Secured Party agrees promptly to notify the Borrower applicable Guarantor and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Secured Party, provided and (z) 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; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each 84028927_4 Secured Party under this Section 5.6 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Credit Party against any and all of the obligations of the such Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Lender, such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.16 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 Agent, the Issuing Banks, and the Lenders 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 setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender of the Lenders and the Issuing Xxxxx agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred occurs and be is continuing, each Lender and each any such deposits, balances or other sums credited by or due from Agent or any of their respective Affiliates is hereby authorized the Lenders, or from any such Affiliate of Agent or any of the Lenders, to the Borrower may to the fullest extent not prohibited by applicable law at any time and or from time to time, after obtaining the prior written consent of the Administrative Agent, without regard to the fullest extent permitted existence, sufficiency or adequacy of any other collateral, and without notice or compliance with any other condition precedent now or hereafter imposed by applicable lawstatute, to rule of law or otherwise, all of which are hereby waived, be set off off, appropriated and apply any and all deposits (general applied by Agent or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such of Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and or all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Borrower's Obligations irrespective of whether demand shall have been made and although such obligations may be unmatured, in such manner as Agent or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document in its sole and although such obligations absolute discretion may determine. Within five (5) Business Days of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise making any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative appropriation or application, 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationthereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than the Obligations evidenced by the Note held by such Lender, unless such amount is held by such Lender in connection with a specific relationship with the Borrower other than that evidenced by the Loan Documents, such amount shall be applied ratably to such other indebtedness and applicationto the Obligations evidenced by the Note held by such Lender, and (b) if such Lender shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Note held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Note held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, participation, pro tanto assignment of claims, 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 excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Set-Off. If In addition to any rights and remedies of the Lenders, the Swingline Lender, the Issuing Banks or each of their respective Affiliates provided by law, if an Event of Default shall have occurred and be continuing, each Lender Lender, the Swingline Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at shall have the right, without prior notice to any time Borrower or any other Loan Party, any such notice being expressly waived by each Borrower and from time to time, after obtaining the prior written consent of the Administrative Agent, each Loan Party to the fullest extent permitted by applicable lawApplicable Law, upon any Secured Obligation becoming due and payable by any Borrower or any other Loan Party (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate branch or agency thereof to or for the credit or the account of the each Borrower or any other Loan Party against Party, as the case may be. Each Lender, the Swingline Lender, and Issuing Bank agrees promptly to notify Borrowers and Administrative Agent after any such setoff and all of application made by such Lender, provided that the obligations of failure to give such notice shall not affect the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in setoff and application. In the event that any Defaulting Lender shall exercise any such right of setoff, (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 Sections 4.3 and 5.16 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 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentRequired Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 2.11 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.the

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such WORKAMER\37666573.v3 93 obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.14 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 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 setoff. The rights of each Lender Lender, the 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 Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the 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 not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or the account of the a Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatessuch Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.15 and 2.19 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 Agent, the Issuing Banks, and the Lenders Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective such Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest 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, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Lenders or Affiliate the Holders shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) banker’s lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent of the Majority Secured Parties, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all amounts so set off shall be paid over immediately to costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the Administrative Agent for further application exercise of setoff rights provided 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 foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after not be enforced by any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationCredit Party.

Set-Off. If an Event of Default shall have occurred and be continuing, continuing and each Lender and each of their respective Affiliates and branches is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or branch to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) 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 Sections 2.12 and 2.16 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 Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates or branches may have. Each Lender agrees to notify the Borrower Parent and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event (a) In addition to any rights and remedies of Default Lender provided by law, but subject to Section 12.6(b) Lender shall have occurred and be continuingthe right, without prior notice to any Company Party, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Company Party to the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, to set set-off and apply against any and all deposits (general Obligations, whether matured or specialunmatured, time of any of the Borrowers to Lender, any amount owing from Lender to any Company Party, at or demand, provisional or final, in whatever currency) at any time held after, the happening of any of the above mentioned events. (b) Nothing in this Section 12.6 shall authorize or permit Lender to, and Lender shall not, set-off against any assets of any Borrower, other obligations (in whatever currency) at than Collections with respect to such Borrower’s Lease Pool and the proceeds thereof, with respect to any time Obligations that are not Recourse Obligations of such Company Party or with respect to any Collateral or proceeds thereof of any Borrower on account of any Recourse Obligations owing by such any other Borrower. (c) This right of set-off may be exercised by Lender or against any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatestrustee in bankruptcy, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provideddebtor in possession, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (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 assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of any Borrower or against anyone else claiming through or against any Borrower or such trustee in bankruptcy, debtor in possession, assignee for the Administrative Agent and benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding 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 fact that such right of setoffset-off shall not have been exercised by Lender prior to the occurrence of an Event of Default. The rights of each Lender and 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 Borrower and the Administrative Agent promptly Designated Representative after any such setoff set-off and applicationapplication made by Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise Beneficially Owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.13 [Defaulting Lenders] 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 Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, provided that the failure Guaranty or any other security, right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default Tekelec shall have occurred and be continuingentitled to setoff, each Lender and each of their respective Affiliates is hereby authorized and/or at any time and from time following the Closing, cause Santera to timesetoff, after obtaining the prior written consent (i) any amount that Tekelec claims Santera owes it under Article XI of the Administrative AgentMerger Agreement, including any amounts owed pursuant to that letter agreement dated April 30, 2003, against (x) any amounts owed by Tekelec to Santera (other than amounts owed by Tekelec to Santera as indemnification payments pursuant to Article XI of the Merger Agreement or upon exercise of the Tekelec Option) or to any of the Legacy Santera Stockholders under this Agreement, the Escrow Agreement or the Merger Agreement or (y) after the Closing, any amounts owed by Santera to the fullest extent permitted Legacy Santera Stockholders upon redemption of shares of Series A Preferred Stock under the Amended and Restated Certificate of Incorporation and/or (ii) any amount Tekelec claims any Legacy Santera Stockholder owes it or Santera under the Merger Agreement against (x) any amounts owed by applicable law, Tekelec to set off and apply any and all deposits Santera (general other than amounts owed by Tekelec to Santera as indemnification payments pursuant to Article XI of the Merger Agreement or special, time upon exercise of the Tekelec Option) or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or to any such Affiliate to or for Legacy Santera Stockholder under this Agreement, the credit Escrow Agreement or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Merger Agreement or (y) after the Closing, any other Loan Document amounts owed by Santera to any such Lender or their respective Affiliates, irrespective Legacy Santera Stockholder upon redemption of whether or not such Lender or Affiliate shall have made any demand shares of Series A Preferred Stock under this Agreement or any other Loan Document the Amended and although such obligations Restated Certificate of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessIncorporation; provided, that, in the event that any Defaulting Lender shall exercise any such case, that Tekelec informs the Representative in writing of such proposed setoff in advance of such setoff and describes the grounds upon which Tekelec claims the right to make such setoff (or cause Santera to make such setoff) and provides the Representative a reasonable opportunity to contest such setoff. If the Representative disputes such setoff, it shall notify Tekelec thereof within thirty (30) days after receipt of the notice of setoff, (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 whereupon Tekelec and the Lenders Representative shall meet and (y) the Defaulting Lender shall provide promptly attempt in good faith to the Administrative Agent a statement describing in reasonable detail the Obligations owing resolve their differences with respect to such Defaulting Lender as to which it exercised such claimed right of setoff. The rights If the dispute has not been resolved within thirty (30) days after such Parties first meet to attempt such resolution, any Party may initiate litigation in accordance with this Agreement. This Section 6.7 does not create any independent obligation of each Lender and their respective Affiliates under a Party to Tekelec, nor shall this Section are 6.7 circumvent the limitations set forth in addition to other rights Sections 11.5, 11.6, 11.8 and remedies (including other rights 11.9 of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationMerger Agreement.

Set-Off. If an Event In addition to any rights now or hereafter granted under the Loan Documents, Requirements of Default shall have occurred and be continuingLaw or otherwise, each Lender Borrower hereby grants to Lender, to secure repayment of the Secured Obligations, a right of set-off upon any and all of the following: (i) monies, securities, collateral or other property of such Borrower and each other Relevant Party and any proceeds from the foregoing, now or hereafter held or received by Lender or any Affiliate of their respective Affiliates Lender, for the account of such Borrower and each other Relevant Party that is hereby authorized at any time and from time a party to timea Loan Document, after obtaining the prior written consent of the Administrative Agentwhether for safekeeping, to the fullest extent permitted by applicable lawcustody, to set off and apply pledge, transmission, collection or otherwise, (ii) any and all deposits (general or general, specified, special, time or time, demand, provisional or final) and credits, claims or Indebtedness of such Borrower and each other Relevant Party that is a party to a Loan Document at any time existing, (iii) any obligation owed by Lender or any Affiliate of Lender to such Borrower or such other Relevant Party and (iv) any Secured Obligations or Indebtedness owed by such Borrower or such other Relevant Party and any Indebtedness owed by Lender or any Affiliate of Lender to such Borrower or such other Relevant Party, in whatever each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Loan Documents and irrespective of the currency) , place of payment or booking office of the amount or obligation and in each case at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate of Lender to or for the credit of such Borrower or the account such other Relevant Party without prejudice to Lender’s right to recover any deficiency. Each of the Lender and each Affiliate of Lender is hereby authorized, upon any amount that is due and payable by any Borrower or any other Relevant Party that is a party to the Loan Documents to Lender or any Indemnified Person under the Loan Documents or the Secured Obligations and is not paid when due hereunder or thereunder or upon the occurrence of an Event of Default, without notice to any Borrower or any other Relevant Party, any such notice being expressly waived by Borrowers and each other Relevant Party to the extent permitted by any Requirements of Law, to set-off, appropriate, apply and enforce such right of set-off against any and all of the obligations of the items hereinabove referred to against any amounts owing to Lender by any Borrower or such Loan Party now or hereafter existing under this Agreement or any other Relevant Party that is a party to a Loan Document to such Lender or their respective Affiliatesunder the Loan Documents and the Secured Obligations, irrespective of whether or not such Lender or any Affiliate of Lender shall have made any demand under this Agreement or the Loan Documents and regardless of any other Loan Document collateral securing such amounts, and although such obligations in all cases without waiver or prejudice of the Borrower or such Loan Party may Lender’s rights to recover any deficiency. Borrowers shall be contingent or unmatured or are owed deemed directly indebted to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting full amount of all amounts owing to Lender by Borrowers under the Loan Documents and the Secured Obligations, and Lender shall be entitled to exercise any such right the rights of setoffset-off provided for above. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE COLLATERAL UNDER THE LOAN DOCUMENTS, (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 andPRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, pending such paymentARE HEREBY KNOWINGLY, 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 VOLUNTARILY AND IRREVOCABLY WAIVED BY BORROWERS. Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and 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 to notify the affected Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. If an amount or obligation is unascertained, Lender may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant Person accounting to the other Person 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 set-off, combination of accounts, Lien or other rights to which any Person is at any time otherwise entitled.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Purchaser and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate to or for the credit or the account of the Borrower Issuer or any other Loan Note Party against any and all of the obligations of the Borrower Issuer or such Loan Note Party now or hereafter existing under this Agreement or any other Loan Note Document to such Lender Purchaser or their respective its Affiliates, irrespective of whether or not such Lender Purchaser or Affiliate shall have made any demand under this Agreement or any other Loan Note Document and although such obligations of the Borrower Issuer or such Loan Note Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender Purchaser different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender Purchaser shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Collateral Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Collateral Agent and the Lenders Purchasers and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Collateral Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender Purchaser and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Purchaser or their respective Affiliates may have. Each Lender Purchaser agrees to notify the Borrower and the Administrative Agent Issuer promptly after any such setoff and application, provided that provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 Sections 2.15 and 2.19 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 Agent, the Issuing Bank, and the Lenders 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 setoff. The rights of each Lender and the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective the Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event In addition to any rights now or hereafter granted under Law or otherwise (and not by way of Default shall have occurred limitation of any such rights), any Senior Lender may and be continuing, each Lender and each of their respective Affiliates is hereby authorized authorised at any time and or from time to time, after obtaining the prior written consent without notification, demand, protest or other notice of the Administrative Agent, any kind to the fullest extent permitted by applicable lawBorrower 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, in whatever currency) amounts and any other obligation at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to Senior Lender, to, or for the credit or of the account of the Borrower or any other Loan Party against any and all on account of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe Finance Documents, irrespective of whether said Obligations, liabilities or not such Lender or Affiliate shall have made any demand under this Agreement claims, or any other Loan Document and although such obligations of the Borrower or such Loan Party may them, shall be contingent or unmatured and regardless of the place of payment, booking branch or currency of either obligation. If the obligations are owed to a branch office or Affiliate of such Lender in different from currencies, the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Senior Lender shall exercise any such right convert the obligations into the currency of setoffthe Obligations of the Borrower under the Finance Documents at a market rate of exchange in its usual course of business for the purpose of the set off. If either obligation is unliquidated or unascertained, (x) all amounts so the Senior Lender may set off shall in an amount estimated by it in good faith to be paid over immediately to the Administrative Agent for further application in accordance with the provisions amount 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 setoff. The rights of each Lender and 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 haveobligation. Each Senior Lender agrees to notify the Borrower and the Administrative Agent promptly immediately after any such setoff set-off and application, provided that application made by such Senior Lender. The provisions of the failure to give such notice Clause 31 (Set-Off) shall not affect entitle a Senior Lender to set off any amounts due to the validity Agent in its capacity as an Agent. Final-January 2nd, 2011 Notwithstanding the foregoing, no Finance Party may set-off or withhold any obligation owed by that Finance Party to the Borrower or that Shareholder in respect of insurance rewards or other compensation payable under any insurance policies issued by such setoff and applicationFinance Party (or any affiliate thereof) to the Borrower or Shareholder (as applicable) and/or in respect of any “provident fund” (as the term is defined in the Law for Supervision of Financial Services (Provident Funds), 5765-2005) against any obligation owed by the Borrower or a Shareholder under this Agreement.

Set-Off. If (a) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default shall have occurred and be continuingthe commencement of remedies described in Section 6.01, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent without presentment, demand, protest or other notice of the Administrative Agentany kind (all of which rights being hereby expressly waived), to the fullest extent permitted by applicable law, set-off and to set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender (including, without limitation, branches, agencies or any Affiliates of such Affiliate Lender wherever located) to or for the credit or the account of the Borrower or any other Loan Party against any obligations and all of the obligations liabilities of the Borrower then due and payable to the Lenders hereunder, under the Notes or such Loan Party now or hereafter existing under this Agreement or any the other Loan Document to such Lender or their respective AffiliatesDocuments, irrespective of whether the Agent or not such Lender or Affiliate the Lenders shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower or such Loan Party them, may be contingent or unmatured unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default and the commencement of remedies described in Section 6.01, even though such charge is made or are owed to a branch office or Affiliate entered on the books of such Lender different subsequent thereto. (b) In addition to clause (a) above, with respect to any principal or interest payment, fee or any other cost or expense (including legal fees and expenses), due and payable to the Agent or the Lenders under the Loan Documents, the Borrower hereby irrevocably authorizes and directs the Agent to debit any deposit account of the Borrower with the Agent (as one of the Lenders) in an amount such that the aggregate amount debited from the branch office or Affiliate holding all such deposit accounts does not exceed such payment, fee or obligated on other cost or expense. If there are insufficient funds in such indebtedness; provideddeposit accounts to cover the amount of the payment, thatfee or other cost or expense then due, such debits will be reversed (in whole or in part, in the event that any Defaulting Lender shall exercise any Agent's sole discretion) and such right of setoff, (x) all amounts so set off amount not debited shall be paid over immediately deemed 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationunpaid.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.13 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 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 setoff. The rights of each Lender and their respective its Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. (a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the LEGAL02/33565081v8 Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Bank, the Swingline Lender or their respective Affiliatesany such Affiliate, irrespective of whether or not such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate different from the branch or office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender, the Issuing Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Bank and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application. (b) In addition to clause (a) above, with respect to any principal or interest payment, fee, or any other cost or expense (including legal fees and expenses), due and payable to the Agent, the Issuing Bank or the Lenders under the Loan Documents, the Borrower hereby irrevocably authorizes and directs the Agent to debit any deposit account of the Borrower with the Agent (as one of the Lenders) in an amount such that the aggregate amount debited from all such deposit accounts does not exceed such payment, fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the amount of the payment, fee or other cost or expense then due, such debits will be reversed (in whole or in part, in the Agent’s sole discretion) and such amount not debited shall be deemed to be unpaid.

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by Borrower on behalf of itself and each Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Oaktree (such consent not to be unreasonably withheld or delayed), without notice to Borrower on behalf of itself and each Credit Party or to any other Person (other than Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan on behalf of itself and each Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan on behalf of itself and each Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder under the Credit Documents, including all claims of any nature or their respective Affiliatesdescription arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 Sections 2.13 and 2.7 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 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 setoff. The rights of each Lender 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 or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (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 Agent, and the Lenders 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 setoff. The rights of each Lender and 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 Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. (i) Any amount (the "Early Termination Amount") payable to one party (the "Payee") by the other party (the "Payer") under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv) has occurred, will, at the option of the party ("X") other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any Other Payment Amount (as hereinafter defined). As used herein, "Other Payment Amount" shall mean any payment obligation of any description whatsoever (whether arising at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation or whether the relevant party is legally or beneficially the holder of the obligation) arising under any other agreement between the Payee and the Payer or any instrument or undertaking issued or executed or guaranteed by the Payee to, or in favor of, the Payer or any bond, note, or other debt instrument issued or guaranteed by the Payee and owned or held beneficially by the Payer as a result of the purchase thereof by or on behalf of the Payer, whether directly from the issuer or in the secondary market (and the Other Payment Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this section. For this purpose, either the Early Termination Amount or the Other Payment Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If an Event obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of Default the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this section shall have occurred be effective to create a charge or other security interest. This section shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to time, after obtaining the prior written consent otherwise entitled (whether by operation of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general contract or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on 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 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 setoff. The rights of each Lender and 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 to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationotherwise).