Common use of Set-Off Clause in Contracts

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation of any Event of Default Default, each of Lenders Lender and their its Affiliates each is hereby authorized by Company the Borrower at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to Company the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan Party the Borrower (in whatever currency) against and on account of the Obligations obligations and liabilities of Company the Borrower to such Lender arising hereunder or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law regulations and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates Purchaser is hereby authorized by the Company at any time or from time to time, without notice or demand to the Company or to any other Person, any such notice or demand being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by that Lender the Company or any Affiliate of that Lender Subsidiary to or for the credit or the account of the Company and each other Loan Party or any of its Affiliates against and on account of any amounts due by the Obligations of Company or any other Loan Party of its Affiliates to that Lender such Purchaser under any Transaction Documents (or any Affiliate of that Lender) or including from the purchase price to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentbe disbursed hereunder), irrespective of whether or not (ia) that Lender such Purchaser shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate or application, such Purchaser receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuation continuance of any Event of Default Default, each of Lenders and their Affiliates is hereby authorized by Company Lender may at any time or and from time to time, without notice to Company or Borrower but subject to the provisions of Section 10.3 hereof (any other Person, any requirement for such notice being hereby expressly waivedwaived by Borrower), setoff and apply against any and all of the obligations of Borrower now or hereafter existing under this Agreement, whether owing to set off and to appropriate and to apply such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or and other indebtedness at any time owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company Borrower and each other Loan Party against and on account any property of the Obligations Borrower from time to time in possession of Company or any other Loan Party to that Lender (or any Affiliate of that such Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that such deposits held or indebtedness owing by such Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent and unmatured and regardless of whether any Collateral then held by Agent or unmaturedany Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to Agent and Borrower of the occurrence thereof. Borrower hereby grants to the Lenders and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of Borrower under this Agreement. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.

Set-Off. 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 continuation of any Event of Default Default, each of Lenders Lender and their its Affiliates is hereby authorized by Company the Credit Parties at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to Company any Credit Party or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (arising hereunder or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender, and their respective Affiliates is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Term 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 Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation continuance of any Event of Default Default, each Bank and each subsequent holder of Lenders and their Affiliates any Note is hereby authorized by Company the Borrower and each Guarantor at any time or from time to time, without notice to Company the Borrower, to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated) and any other Indebtedness indebtedness at any time held or owing by that Lender Bank or any Affiliate of that Lender subsequent holder to or for the credit or the account of Company and each other Loan Party the Borrower or any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Company the Borrower or any other Loan Party Guarantor to that Lender (Bank or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) subsequent holder under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender Bank or that subsequent holder shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any Notes and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party of its Subsidiaries against and on account of the Obligations of Company or any other Loan Party of its Subsidiaries to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

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

Set-Off. In addition to any rights now or hereafter granted under applicable law Regulations and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates Purchaser Party is hereby authorized by the Company Parties at any time or from time to time, without notice or demand to any Company Party or to any other Person, any such notice or demand being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by that Lender or any Affiliate of that Lender such Company Party to or for the credit or the account of any Company and each other Loan Party or any of their Related Parties against and on account of the Obligations of any amounts due by any Company Party or any other Loan Party to that Lender (or any Affiliate of that Lender) or their Related Parties to any other Lender Purchaser Party under any Transaction Documents (or any Affiliate of any other Lender) under this Agreement, including from the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentPurchase Price to be disbursed hereunder), irrespective of whether or not (ia) that Lender such Purchaser Party shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate or application, such Purchaser Party receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation continuance of any an Event of Default Default, each Lender (and each of Lenders and their Affiliates its Affiliates) is hereby authorized by Company at any time or and from time to time, without presentment, demand, protest or other notice to Company or to of any other Person, any kind (all of such notice rights being hereby expressly waived), to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsspecific) and any other Indebtedness indebtedness at any time held or owing by that such Lender (including, without limitation, branches, agencies or any Affiliate Affiliates of that such Lender wherever located) to or for the credit or the account of Company the Borrower against obligations and each other Loan Party against and on account liabilities of the Obligations of Company or any other Loan Party Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) the Lenders hereunder, under this Agreementthe Loans and Notes, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature Documents or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentotherwise, irrespective of whether the Agent or not (i) that Lender the Lenders shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under applicable law Law and not by way of limitation of any such rights, upon the occurrence and during the continuation continuance of any Event of Default each of Lenders Lender, the L/C Issuer and their respective Affiliates is are hereby authorized by Company each Credit Party, at any time or from time to time, subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) accounts (in whatever currency)), and any other Indebtedness at any time held or owing by that such Lender or any Affiliate of that Lender to the L/C Issuer to, or for the credit credit, or the account account, of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) the L/C Issuer hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of of, or connected connected, herewith or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender or the L/C Issuer shall have made any demand hereunder or hereunder, (iib) the principal of of, or the interest on or fees on, the Loans or Loans, any amounts drawn or fees payable in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 payable, and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders and their Affiliates Lender is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts or payroll accounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documentshereunder, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Term 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each Lender (which term shall for the purposes of Lenders and their Affiliates this Section 10.04 include the Issuing Bank) is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreementhereto, the Letters of Credit and participations therein or with any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or (iib) 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 Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In Xxxxxxxx agrees that Lender has all rights of set-off and banker’s lien provided by applicable Law with respect to Borrower and the Collateral and, in addition thereto, Borrower agrees that (in addition to Xxxxxx’s rights with respect to proceeds of Collateral) at any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon time after the occurrence and during the continuation continuance of any an Event of Default any amount owing by it under this Agreement or any other Facility Document is then due, Lender may apply to the payment of the Obligations any and all balances, credits, deposits, accounts or monies of Borrower then or thereafter with Lender. Without limitation of the foregoing and in addition to Xxxxxx’s rights with respect to the proceeds of the Collateral, Borrower agrees that upon and after the occurrence and during the continuance of an Event of Default, Lender and each of Lenders its branches and their Affiliates offices is hereby authorized by Company authorized, at any time or and from time to time, without notice notice, (a) to Company or to any other Personset-off against, any such notice being hereby expressly waived, to set off and to appropriate and apply to apply the payment of, the Obligations (whether matured or unmatured, fixed or contingent or liquidated or unliquidated) any and all deposits amounts owing by Lender or any such office or branch to Borrower (whether matured or unmatured, and, in the case of deposits, whether general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsdemand and however evidenced) and (b) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such Obligations and to return as unpaid for insufficient funds any and all checks and other Indebtedness at items drawn against any time deposits so held or owing by that as Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts may elect in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedits sole discretion.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lender provided by way of limitation of any such rightsthis Agreement and by law, upon the occurrence and during Lender shall have the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timeright, without prior notice to Company or to any other Personthe Borrower, any such notice being hereby expressly waivedwaived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that the Lender or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party against and on account the Borrower. The Lender may set-off cash, the proceeds of the Obligations liquidation of Company any Collateral and all other sums or obligations owed by the Lender or its Affiliates to the Borrower against all of the Borrower’s obligations to the Lender or its Affiliates, whether under this Loan Agreement or under any other Loan Party to that Lender (agreement between the parties or between the Borrower and any Affiliate affiliate of that the Lender) , or to any other Lender (or any Affiliate of any other Lender) under this Agreementotherwise, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) such obligations are then due, without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. The Lender agrees promptly to notify the Borrower after any such set-off and application made by the Lender; provided that Lender the failure to give such notice shall have made any demand hereunder or (ii) not affect the principal validity 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 such set-off and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

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

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation of any Event of Default thereof, the Administrative Agent and each of Lenders and their Affiliates is the Banks are hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender any Bank or any Affiliate of that Lender the Administrative Agent, to or for the credit or the account of Company and each other Loan Party the Borrower or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to the Banks and the Administrative Agent, including, but not limited to, all Obligations of Company or and any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Notes or any other Loan Document, irrespective of whether (a) any Bank or not (i) that Lender the Administrative Agent shall have made any demand hereunder or (iib) any Bank or the Administrative Agent shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 8.2 and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of the Banks, each Bank holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, upon the occurrence of an Event of Default and during the continuation of any Event of Default each of thereof, the Lenders and their Affiliates is any subsequent holder or holders of the Notes are hereby authorized by Company each Borrower at any time or from time to time, without notice to Company any Borrower or to any other Person, any such notice being hereby expressly waived, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accountsany amounts held by the Administrative Agent or any of its Affiliates in any escrow account) and any other Indebtedness at any time held or owing by that Lender the Lenders or any Affiliate of that Lender such holder to or for the credit or the account of Company and each other Loan Party the Borrowers, against and on account of the Obligations obligations and liabilities of Company the Borrowers, to the Lenders or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) such holder under this Agreement, the Letters of Credit Notes, and participations therein and the any other Loan DocumentsDocument, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Notes, or any other Loan Document, irrespective of whether or not (ia) that Lender the Lenders or the holder of the Notes shall have made any demand hereunder or (iib) the Lenders shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any Lender or by any subsequent holder of the Notes shall be subject to the application of payments provisions of Article 2 hereof. Upon direction by the Administrative Agent, with the consent of all of the Lenders, each Lender holding deposits of any Borrower shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuation continuance of any Event of Default Default, each of Lenders and their Affiliates Lender is hereby authorized by Company at any time or and from time to time, subject to the prior written consent of the Agent, without notice to Company or to any other Person, the Borrower (any such notice being hereby expressly waivedwaived by the Borrower), to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or and other indebtedness at any time owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company the Borrower against any and each other Loan Party against and on account all of the Obligations obligations of Company the Borrower now or hereafter existing under this Agreement or any other Loan Party to that Note or Notes held by such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that the Agent or such Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans under this Agreement or any amounts in respect of the Letters of Credit Note or any Notes held by such Lender or such other amounts due hereunder shall have become due and payable pursuant to Section 8 Loan Document and although said such obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower (with a copy to the Agent) after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.02 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which each Lender may have.

Set-Off. The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Repurchase Agreement are recourse obligations of the Seller to which the Seller pledges its full faith and credit. In addition to any rights now and remedies of the Buyer and the Agent (or hereafter granted under applicable law the Buyer or the Agent, as the case may be) provided by this Repurchase Agreement and not by way of limitation of any such rightslaw, upon the occurrence Buyer and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time Agent (or from time to timethe Buyer or the Agent, as the case may be) shall have the right, without prior notice to Company or to any other Personthe Seller, any such notice being hereby expressly waivedwaived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company Seller under the Repurchase Agreement or any other Loan Party to that Lender agreement between the Seller and its Affiliates and the Buyer and its Affiliates. The Buyer and the Agent (or the Buyer or the Agent, as the case may be) agree promptly to notify the Seller after any Affiliate of that Lender) or to any other Lender such set-off and application made by the Buyer and the Agent (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of Buyer or the interest on Agent, as the Loans or any amounts in respect case may be); provided that the failure to give such notice shall not affect the validity of the Letters of Credit or any other amounts due hereunder shall have become due such set-off and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. 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 continuation of any If an Event of Default shall have occurred and be continuing, each Lender (and each of Lenders and their its Affiliates that is party to a Guaranteed Swap Agreement) is hereby authorized by Company at any time or and from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waivedthe fullest extent permitted by law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates but excluding any deposits held in any trustee, agency, fiduciary or other capacity for the benefit of deposit, whether matured one or unmatured, but not including trust accountsmore third parties) and any other Indebtedness at any time held or and other obligations (of whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing by such Lender (or Affiliate that Lender or any Affiliate of that Lender is party to such Guaranteed Swap Agreement) to or for the credit or the account of Company any Obligor against any of and each other Loan Party against and on account all the obligations of the Obligations of Company Obligor owed to such Lender now or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereafter existing under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) that such Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit under this Agreement or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Loan Document and although said such obligations and liabilities, or any of them, may be contingent unmatured. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or unmaturedsuch Affiliates may have. Any Lender or Affiliate that exercises a right of setoff under this section shall provide the Obligor prompt written notice thereof, it being understood that the failure to do so shall not impair the effectiveness of any such setoff in accordance with this Section.

Set-Off. 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 continuation of any Event of Default and upon the acceleration of all amounts owing hereunder, each Bank and each subsequent holder of Lenders and their Affiliates any Note is hereby authorized by Company the Borrower and each Guarantor at any time or from time to time, without with notice to Company the Borrower simultaneously therewith or promptly thereafter, but without notice, to the Guarantors or to any other Person, any such additional notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Lender Bank or any Affiliate of that Lender subsequent holder to or for the credit or the account of Company and each other Loan Party the Borrower or any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Company the Borrower or any other Loan Party Guarantor to that Lender (Bank or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) subsequent holder under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender Bank or that subsequent holder shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any Notes and other amounts due hereunder shall have become due and payable pursuant to Section 8 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation of any Event of Default each of Lenders Holder and its/their respective Affiliates is hereby authorized by Company each Note Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Note Party or to any other PersonPerson (other than the 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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender such Holder to or for the credit or the account of Company and each other Loan any Note Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Note Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) such Holder hereunder, and under this Agreement, the Letters of Credit and participations therein and the other Loan Note Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Note Document, irrespective of whether or not (ia) that Lender such Holder shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured, or (c) such obligation or liability is owed to a branch or office of such Holder different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation of any Event of Default thereof, the Administrative Agent and each of the Lenders and their Affiliates is are hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including without limitation, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that any Lender or any Affiliate of that Lender the Administrative Agent to or for the credit or the account of Company and each other Loan Party the Borrower or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to the Lenders and the Administrative Agent, including, but not limited to, all Obligations of Company or and any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Notes or any other Loan Document, irrespective of whether (a) any Lender or not (i) that Lender the Administrative Agent shall have made any demand hereunder or (iib) any Lender or the Administrative Agent shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of the Lenders, each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed; and, within one (1) Business Day following any such setoff, the Administrative Agent shall give notice thereof to the Borrower.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence and during the continuation of extent limited by Applicable Law, at any time that an Event of Default exists, each member of Lenders the Lender Group and their Affiliates each subsequent holder of the Obligations is hereby authorized by Company the Borrower Parties at any time or from time to time, without notice to Company the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including Indebtedness but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other Indebtedness Funded Debt at any time held or owing by that any member of the Lender Group or any Affiliate of that Lender such holder to or for the credit or the account of Company and each other Loan Party any Borrower Party, against and on account of the Obligations obligations and liabilities of Company the Borrower Parties, to any member of the Lender Group or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) such holder under this Agreement, the Letters of Credit any Term Loan Notes and participations therein and the any other Loan DocumentsDocument, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (ia) that the Lender Group shall have made any demand hereunder or (iib) the Lender Group shall have declared the principal of or the and interest on the Loans or Loan, any amounts in respect of the Letters of Credit or any Term Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be applied to the Obligations in accordance with Section 2.10(b).

Set-Off. In addition to any rights now or hereafter granted under applicable law any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, upon Guarantor hereby authorizes the occurrence Agent and each Lender, at any time during the continuation continuance of any an Event of Default each and after the occurrence of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timea Springing Recourse Event, without any prior notice to Company Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness at any time held or owing by that Lender the Agent, such Lender, or any Affiliate affiliate of that Lender the Agent or such Lender, to or for the credit or the account of Company and each other Loan Party Guarantor against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Guarantied Obligations, although such obligations shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Guarantor agrees, to the fullest extent permitted by Applicable Law and subject to the terms hereof, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation after the occurrence of a Springing Recourse Event as fully as if such Participant were a direct creditor of Guarantor in the amount of such participation. Notwithstanding the foregoing, no amounts set off from Guarantor shall be applied to Excluded Hedge Obligations of Guarantor.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of Administrative Agent and Lenders provided by way of limitation of any such rightsLaw, upon the occurrence and during the continuation continuance of any Event of Default Default, Administrative Agent and each of Lenders and their Affiliates Lender is hereby authorized by Company at any time or and from time to time, without prior notice to Company Borrower or to any other Personparty to the Loan Documents, any such notice being hereby expressly waivedwaived by Borrower (on its own behalf and on behalf of each party to the Loan Documents to the fullest extent permitted by Law), to set set-off and to appropriate and to apply any and all deposits (deposits, general or special, time or demand, provisional or final, including Indebtedness evidenced any time owing by certificates of deposit, whether matured Administrative Agent or unmatured, but not including trust accounts) and such Lender hereunder or under any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender Loan Document to or for the credit or the account of Company such parties to the Loan Documents against any and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentIndebtedness, irrespective of whether or not (i) that the Administrative Agent or such Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans under this Agreement or any other Loan Document and although such Indebtedness may be contingent or unmatured or denominated in a currency different from that of the applicable depositor indebtedness. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, Banker’s lien, or similar rights against any deposit account or other property or asset of Borrower whether or not located in California or another state with certain laws restricting Lenders from pursuing multiple collection methods, could result under such laws in significant impairment of the ability of all Lenders to recover any further amounts in respect of the Letters Loan. Therefore, each Lender agrees not to charge or offset any amount owed to it by Borrower against any of Credit the accounts, property or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, assets of Borrower or any of themits Affiliates held by such Lender, may be contingent without the prior written approval of Administrative Agent and the Required Lenders. Notwithstanding the foregoing, neither Administrative Agent nor any Lender nor any assignee or unmaturedAffiliate thereof (each a “Lender Party”) shall proceed directly, by right of set-off, banker’s lien, counterclaim or otherwise, against any assets of Borrower or any Guarantor (including any general or special, time or demand, provision or other deposits or other indebtedness owing by such Lender Party to or for the credit or the account of Borrower or any Guarantor) for purposes of applying such assets against the Indebtedness, without the prior written consent of all Lenders.

Set-Off. In addition to any rights now or hereafter granted under applicable law regulations and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates Purchaser is hereby authorized by the Company at any time or from time to time, without notice or demand to the Company or to any other Person, any such notice or demand being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by that Lender the Company or any Affiliate of that Lender Subsidiary to or for the credit or the account of the Company and each other Loan Party or any of its Affiliates against and on account of any amounts due by the Obligations of Company or any other Loan Party of its Affiliates to that Lender such Purchaser under any Transaction Documents (or any Affiliate of that Lender) or including from the purchase price to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentbe disbursed hereunder), irrespective of whether or not (ia) that Lender such Purchaser shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.. If, as a result of such set off, appropriate or application, such Purchaser receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt..

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lender provided by way of limitation of any such rightsthis Loan Agreement and by law, upon the occurrence and during Lender shall have the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timeright, without prior notice to Company or to any other Personthe Borrower, any such notice being hereby expressly waivedwaived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that the Lender or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party against and on account the Borrower. The Lender may set-off cash, the proceeds of the Obligations liquidation of Company any Collateral and all other sums or obligations owed by the Lender or its Affiliates to Borrower against all of Borrower's obligations to the Lender or its Affiliates, whether under this Loan Agreement or under any other Loan Party to that Lender (agreement between the parties or between Borrower and any Affiliate affiliate of that the Lender) , or to any other Lender (or any Affiliate of any other Lender) under this Agreementotherwise, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) such obligations are then due, without prejudice to the Lender's or its Affiliate's right to recover any deficiency. The Lender agrees promptly to notify the Borrower after any such set-off and application made by the Lender; provided that Lender the failure to give such notice shall have made any demand hereunder or (ii) not affect the principal validity 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 such set-off and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuation continuance of any Event of Default each Default, any Accounts, deposits, balances or other sums credited by or due from the Agent, any affiliate of Lenders and their Affiliates is hereby authorized the Agent, or any of the Lenders, or from any affiliate of any of the Lenders, to the Guarantor may to the fullest extent not prohibited by Company applicable law at any time or from time to time, without notice regard to Company the existence, sufficiency or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate adequacy of any other Lender) under this Agreementcollateral, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature without notice or description arising out of or connected compliance with this Agreement, the Letters of Credit and participations therein or any other Loan Documentcondition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived to the fullest extent permitted by law, be set off, appropriated and applied by the Agent against any or all of the Guaranteed Obligations irrespective of whether or not (i) that Lender demand shall have made been made, in such manner as the Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (ii) application, the principal Agent agrees to notify Guarantor thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans appropriation or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilitiesapplication. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, may be contingent or unmaturedDEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. 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 continuation continuance of any Event of Default Default, each Bank and each subsequent holder of Lenders and their Affiliates any Obligation is hereby authorized by Company the Borrower and each Guarantor at any time or from time to time, without notice to Company the Borrower, to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated) and any other Indebtedness indebtedness at any time held or owing by that Lender Bank or any Affiliate of that Lender subsequent holder to or for the credit or the account of Company and each other Loan Party the Borrower or any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Company the Borrower or any other Loan Party Guarantor to that Lender (Bank or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) subsequent holder under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender Bank or that subsequent holder shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any Notes and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law Regulations and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates Purchaser Party is hereby authorized by the Company Parties at any time or from time to time, without notice or demand to any Company Party or to any other Person, any such notice or demand being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by that Lender or any Affiliate of that Lender such Company Party to or for the credit or the account of any Company and each other Loan Party or any of their Related Parties against and on account of the Obligations of any amounts due by any Company Party or any other Loan Party to that Lender (or any Affiliate of that Lender) or their Related Parties to any other Lender Purchaser Party under any Transaction Documents (or any Affiliate including from the purchase price to be disbursed hereunder for the purchase of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentPurchased Securities), irrespective of whether or not (ia) that Lender such Purchaser Party shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Notes or any other amounts due hereunder “Obligation” (as defined thereunder) shall have become due and payable pursuant to Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate or application, such Purchaser Party receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt.

Set-Off. 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 continuation of any Event of Default Default, each of Lenders Lender and their its Affiliates is hereby authorized by Company the Borrower at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to Company the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan Party the Borrower (in whatever currency) against and on account of the Obligations obligations and liabilities of Company the Borrower to such Lender arising hereunder or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2.1 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lender provided by way of limitation of any such rightsthis Agreement and by law, upon the occurrence and during Lender shall have the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timeright, without prior notice to Company or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by each Borrower to the 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 to appropriate and to apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that the Lender or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party against and on account such Borrower; provided, that the Lender’s right to set-off in relation to Xxxxxxx Mac Servicing Rights shall be permitted solely upon receipt of Surplus Proceeds (as such term is defined in the Xxxxxxx Mac Acknowledgment Agreement). Lender may set-off cash, the proceeds of the Obligations liquidation of Company any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s obligations to the Lender or its Affiliates under this Agreement with respect to such Borrower or under any other Loan Party to that Lender (agreement between the parties or between any Affiliate Borrower and any affiliate of that the Lender) , or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of otherwise whether or not (i) such obligations are then due, without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. Lender agrees promptly to notify Borrowers after any such set-off and application made by the Lender; provided that Lender the failure to give such notice shall have made any demand hereunder or (ii) not affect the principal validity 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 such set-off and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. 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 continuation continuance of any Event of Default Default, Agent, each of Lenders Lender and their its respective Affiliates is are hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Agent, in its sole discretion (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (other than Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) accounts (in whatever currency)), and any other Indebtedness at any time held or owing by that Agent, such Lender or any such Affiliate of that Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations of Company or any other Loan Credit Party to that Agent or such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that Agent, such Lender or such Affiliate shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said obligations and liabilitiessuch Obligations, or any of them, may be contingent or unmaturedunmatured or (c) such Obligation is owed to a branch or office of Agent, such Lender or such Affiliate different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender and their respective Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documentshereunder, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Term 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders and their Affiliates Lender is hereby authorized by Company at any time or from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Notwithstanding the foregoing, each Lender agrees to give notice to Company promptly after any exercise by it of any such set off right, provided that the failure to give any such notice shall not affect any of Lenders' rights hereunder or otherwise.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default Default, with the prior written consent of Administrative Agent, each Lender, each L/C Issuer, each subsequent holder of any Obligation, and each of Lenders and their Affiliates respective affiliates, is hereby authorized by Company Borrower, each Loan Party and each Guarantor at any time or from time to time, without notice to Company Borrower, any other Loan Party or any Guarantor or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other Indebtedness indebtedness at any time held or owing by that Lender Lender, L/C Issuer, subsequent holder, or any Affiliate of that Lender affiliate, to or for the credit or the account of Company and each other Borrower, any such Loan Party or any such Guarantor, whether or not matured, against and on account of the Obligations Obligations, Hedging Liability and Funds Transfer and Deposit Account Liability of Company Borrower, any such Loan Party or any other Loan Party such Guarantor to that Lender (Lender, L/C Issuer, or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) subsequent holder under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition The BORROWER agrees that, to the fullest extent permitted by law, if any rights now OBLIGATION shall be due and payable (by acceleration or hereafter granted under applicable law otherwise), each SECURED PARTY or PARTICIPANT (and not by way of limitation of any such rightsbranch, upon subsidiary or affiliate thereof) shall have the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timeright, without notice to Company or to any other Person, any such notice being hereby expressly waivedthe BORROWER, to set off against and to appropriate and apply to apply such OBLIGATION any and indebtedness, liability or obligation of any nature owing to the BORROWER by such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof), including but not limited to all deposits (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional whether or final, including Indebtedness not evidenced by certificates a certificate of deposit) now or hereafter maintained by the BORROWER with such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof). Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held notice or owing by that Lender or any Affiliate of that Lender demand has been given to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company BORROWER or any other Loan Party PERSON, whether such indebtedness, obligation or liability owed to the BORROWER is contingent, absolute, matured or unmatured (it being agreed that Lender (any such indebtedness, obligation or any Affiliate liability shall be deemed to be then due and payable at the time of that Lender) such set-off), and regardless of the existence or to any other Lender (or any Affiliate adequacy of any other Lender) under this Agreementcollateral, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein guaranty or any other Loan Documentsecurity, irrespective right or remedy available. The rights provided by this Section are in addition to all other rights of whether or not (i) that Lender shall have made set-off and banker’s LIEN and all other rights and remedies which the SECURED PARTIES, any demand hereunder or (ii) the principal of or the interest on the Loans PARTICIPANT, or any amounts branch, subsidiary or affiliate thereof, may otherwise have under this AGREEMENT, any other CREDIT DOCUMENT, at law or in respect of the Letters of Credit equity, or otherwise, and nothing in this AGREEMENT or any other amounts due hereunder CREDIT DOCUMENT shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, be deemed a waiver or prohibition of or restriction on the rights of set-off or bankers’ LIEN of any of them, may be contingent or unmaturedsuch PERSON.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any a Default or an Event of Default each Default, the Lender and any subsequent holder of Lenders and their Affiliates is the Revolving Note are hereby authorized by the Company at any time or from time to time, without notice to Company the Company, or to any other Person, any such notice being hereby expressly waived, to set off and set-off, to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that the Lender or any Affiliate of that Lender such holder to or for the credit or the account of Company and each other Loan Party the Company, as the case may be, against and on account of the Obligations obligations and liabilities of Company the Company, as the case may be, to the Lender or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) such holder under this Agreement, the Letters of Credit Revolving Note, and participations therein and the any other Loan DocumentsDocument, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Revolving Note, or any other Loan Document, irrespective of whether or not (ia) that the Lender or the holder of the Revolving Note shall have made any demand hereunder or (iib) the Lender shall have declared the principal of or the and interest on the Revolving Loans or any amounts in respect of and the Letters of Credit or any Revolving Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 7.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of Lender provided by way of limitation of any such rightsthis Loan Agreement and by law, upon Lender shall have the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timeright, without prior notice to Company or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by Borrowers to the extent permitted by any Requirements of Law, upon any amount becoming due and payable by Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all property and deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party against and on account Borrowers. Lender may set-off cash, the proceeds of the Obligations liquidation of Company any Collateral and all other sums or obligations owed by Lender or its Affiliates to Borrowers against all of Borrowers’ obligations to Lender or its Affiliates, whether under this Loan Agreement or under any other Loan Party to that Lender (agreement between the parties or between Borrowers and any Affiliate affiliate of that Lender) , or to any other Lender (or any Affiliate of any other Lender) under this Agreementotherwise, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) such obligations are then due, without prejudice to Lender’s or its Affiliate’s right to recover any deficiency. Lender agrees promptly to notify Borrowers after any such set-off and application made by Lender; provided that Lender the failure to give such notice shall have made any demand hereunder or (ii) not affect the principal validity 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 such set-off and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In For so long as any of the Obligations are secured by one or more Real Property Assets located in the State of California, each Lender agrees not to charge or offset any amount owed to it by any Loan Party against any of the accounts, property or assets of any Loan Party without the prior written consent of Collateral Agent. Subject to the foregoing sentence, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 10.6, upon the occurrence and during the continuation continuance of any Event of Default Default, each of Lenders and their Affiliates Lender is hereby authorized by Company and each Borrower at any time or from time to time, without notice to Company or such Borrower, or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accountsaccounts and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party or such Borrower against and on account of the Obligations obligations and liabilities of Company or any other Loan Party such Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Notes, the Domestic Overdraft Agreement, the Offshore Overdraft Agreements and the Letters of Credit and participations therein and the other Loan DocumentsCredit, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any the Notes or the other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender shall have made any demand hereunder or (iib) that Lender shall have declared the principal of or and the interest on the Loans and Notes, any obligations of Company or any amounts such Borrower in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation continuance of any Event of Default each Lender (which term shall for the purposes of Lenders and their Affiliates this Section 10.04 include the Issuing Bank) is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreementhereto, the Letters of Credit and participations therein or with any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or (iib) 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 Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition The Borrower, subject to any the rights now or hereafter granted under applicable law and not by way of limitation of any such rightsthe Borrower's senior Lien holders, upon hereby irrevocably authorizes the occurrence and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company Lender at any time or and from time to time, without notice to Company or to any other Personthe Borrower, any such notice being hereby expressly waivedwaived by the Borrower, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that the Lender to or for the credit or the account of Company and each other Loan Party the Borrower, or any part thereof in such amounts as the Lender may elect, against and on account of the Obligations obligations and liabilities of Company or any other Loan Party the Borrower to that the Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit hereunder and participations therein and the other Loan Documents, including all claims of every nature and description of the Lender against the Borrower, in any nature currency, whether arising hereunder, under the Note, this Agreement or description arising out of or connected with this Agreementotherwise, as the Letters of Credit and participations therein or any other Loan DocumentLender may elect, irrespective of whether or not (i) that the Lender shall have has made any demand hereunder or (ii) 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 Section 8 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured. The Lender shall notify the Borrower promptly of any such set-off and the application made by the Lender of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section 13.4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have.

Set-Off. 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 continuation continuance of any Event of Default each of Lenders Lender and its/their respective Affiliates is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent to be given or withheld at the written direction of the Requisite Lenders), without notice to Company any Loan Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder, and under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein hereto or any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured, or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuation continuance of any Event of Default each Default, any such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Lenders and their Affiliates is hereby authorized Agent or any of the Lenders, or from any such affiliate of any of the Lenders, to the Borrower may to the fullest extent not prohibited by Company applicable law at any time or from time to time, without notice regard to Company the existence, sufficiency or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate adequacy of any other Lender) under this Agreementcollateral, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature without notice or description arising out of or connected compliance with this Agreement, the Letters of Credit and participations therein or any other Loan Documentcondition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by Agent against any or all of the Borrower’s Obligations irrespective of whether or not (i) that Lender demand shall have made been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (ii) application, Agent agrees to notify the principal Borrower thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans appropriation or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilitiesapplication. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES A LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, may be contingent or unmaturedCREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender, and their respective Affiliates is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Term 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 Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default the Lender and its Affiliates each of Lenders and their Affiliates is hereby authorized by Company the Borrower at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to Company the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that the Lender to or for the credit or the account of Company and each other Loan Party the Borrower (in whatever currency) against and on account of the Obligations obligations and liabilities of Company the Borrower to the Lender arising hereunder or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that the Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Revolving 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of the Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation of any Event of Default thereof, the Administrative Agent and each of the Lenders and their Affiliates is are hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that any Lender or any Affiliate of that Lender Administrative Agent, to or for the credit or the account of Company and each other Loan Party the Borrower or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to the Lenders and the Administrative Agent, including, but not limited to, all Obligations of Company or and any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Notes or any other Loan Document, irrespective of whether (a) any Lender or not (i) that Lender Administrative Agent shall have made any demand hereunder or (iib) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now and remedies of the Bank provided by law, upon the occurrence of an Event of Default and acceleration of the obligations owing in connection with the Loan Documents, or hereafter granted under applicable law and not by way of limitation of at any such rights, time upon the occurrence and during the continuation continuance of any an Event of Default each of Lenders and their Affiliates is hereby authorized under paragraphs 9.1(a) or 9.1(b), the Bank shall have the right, to the extent permitted by Company at any time or from time to timeapplicable law, without prior notice to Company or to any other Personthe Borrower, any such notice being hereby expressly waived, to the extent permitted by applicable law, by the Borrower, to set off and to appropriate and to apply against any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of depositindebtedness, whether matured or unmatured, but not including trust accounts) and of the Borrower to the Bank, any other Indebtedness amount owing from the Bank to the Borrower at, or at any time held after, the happening of any of the above- mentioned events. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by the Bank against the Borrower, or owing by that Lender or against any Affiliate of that Lender to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or the account of Company and each other Loan Party against and on account execution, judgment or attachment creditor of the Obligations Borrower or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementcreditors, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilitiesreceiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by the Bank prior to the making, filing or issuance, or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of themcreditors, may be contingent appointment or unmaturedapplication for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. The Bank agrees promptly to notify the Borrower after any such set-off and application made by the Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under ------- applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation continuance of any Event of Default each of Lenders and their Affiliates is by any Borrower, the Banks are hereby authorized by Company at any time or from time to time, without presentment, demand, protest or other notice of any kind to Company any Borrower or to any other Personperson or entity, any such notice being all of which are hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender either Bank to or for the credit or the account of Company and each other Loan Party any Borrower against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate obligations and liabilities of any other Lender) Borrower to either Bank under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature Agreement or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentotherwise, irrespective of whether or not (i) that Lender the Bank shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilitiesobligations, liabilities or claims, or any of them, may then be contingent or unmaturedunmatured and without regard for the availability or adequacy of other Collateral. Each Borrower also grants to the Banks a security interest in and to all its deposits and all securities or other property in the possession of the Banks from time to time, to secure the prompt and full payment and performance of any and all obligations to the Banks, and, upon the occurrence of any Event of Default, the Banks may exercise all rights and remedies of a secured party under the Uniform Commercial Code.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon following the occurrence and during the continuation continuance of any Event of Default each of Lenders and their Affiliates Lender is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts or payroll accounts or other Excluded Accounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documentshereunder, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Term 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 Section 8 and although said obligations and liabilities, 2 or any (c) such obligation or liability is owed to a branch or office of them, may be contingent such Lender different from the branch or unmaturedoffice holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation continuance of any Event of Default each of Lenders and their Affiliates Lender is hereby authorized by Company each Borrower at any time or from time to time, without notice to Company any Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each any Borrower or any other Loan Party against and on account of the Obligations obligations and liabilities of Company any Borrower or any other Loan Party to that Lender (or any Affiliate of that such Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Agent or any Lender shall have made any demand hereunder or (ii) 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 Section 8 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Borrower hereby further grants to Administrative Agent and each Lender a security interest in all deposits and accounts maintained with Administrative Agent or such Lender as security for the Obligations.

Set-Off. 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 continuation of any Event of Default and consultation with Administrative Agent, each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. (a) In addition to any rights now or hereafter granted under applicable law and not remedies of the Bank provided by way of limitation of any such rightslaw, upon the occurrence and during the continuation continuance of any Event event of Default each of Lenders and their Affiliates default under this Agreement, the Bank is hereby authorized by Company authorized, at any time or from time to time, 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 Company the Borrower or to any other Personparty, any such notice being hereby expressly waived, waived by the Borrower (on its own behalf and on behalf of each Obligor) to set the fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to appropriate give such notice shall not affect the validity of such set-off and to apply application. (c) For the purposes of this paragraph, “Deposits” means any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced individual or joint) as well as any money, instruments, securities, credits, claims, demands, income or other property, rights or interests owned by certificates the Borrower or any Obligor which come into the possession or custody or under the control of depositthe Bank or its affiliates. “Obligations” means all obligations, whether matured now or unmaturedhereafter existing, but not including trust accounts) of the Borrower to the Bank under this Agreement and under any other Indebtedness at any time held agreement or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected instrument executed in connection with this Agreement, and the Letters obligations to the Bank of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedObligor.

Set-Off. 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 Lender and during the continuation of any Event of Default its Affiliates are each of Lenders and their Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Lender (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (other than Lender), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Transaction Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Transaction Document, irrespective of whether or not (ia) that Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.unmatured or (c) such obligation or liability is owed to a branch or office of Lender different from the branch or office holding such deposit or obligation or such indebtedness. Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any an Event of Default Default, each Lender and any subsequent holder of Lenders any Note, and their Affiliates any assignee of any Note, is hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, provisional or final, including without limitation Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that such Lender or any Affiliate of that Lender holder to or for the credit or the account of Company and each other Loan Party the Borrower, against and on account of the Obligations and other liabilities of Company the Borrower to such Lender or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentholder, irrespective of whether or not (ia) that the Lender or holder shall have made any demand hereunder hereunder, or (iib) the Lender or holder shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any Advances and other amounts due hereunder shall have become to be due and payable pursuant as permitted by Section 8.2 hereof (but after each set-off such Lender shall promptly notify the Administrative Agent and the Borrower). Any sums obtained by any Lender or by any assignee or subsequent holder of any Note shall be subject to Section 8 pro rata treatment of all Obligations and although said obligations and liabilities, or any of them, may be contingent or unmaturedother liabilities hereunder in accordance with each Specified Percentage.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender, and their respective Affiliates is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Collateral Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (other than Collateral 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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Term Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation of any Event of Default thereof, the Administrative Agent and each of the Lenders and their Affiliates is are hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that any Lender or any Affiliate of that Lender Administrative Agent, to or for the credit or the account of Company and each other Loan Party the Borrower or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to the Lenders and the Administrative Agent, including, without limitation, all Obligations of Company or and any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Notes or any other Loan Document, irrespective of whether (a) any Lender or not (i) that Lender Administrative Agent shall have made any demand hereunder or (iib) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon During the occurrence and during the continuation continuance of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to time, without notice to Company or to any other PersonDefault, any deposits or other sums credited by or due from any of the Banks to the Borrower, and any securities or other property of the Borrower in the possession of such notice being hereby expressly waived, Bank may be applied to or set off by such Bank against the payment of the Borrower’s Obligations and to appropriate and to apply any and all deposits other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (general or speciala) if an amount to be set off is to be applied to Debt of the Borrower to such Bank, time or demand, provisional or final, including Indebtedness other than Debt evidenced by certificates of depositthe Note held by such Bank, such amount shall be applied ratably to such other Debt and to the Debt evidenced by the Note held by such Bank, and (b) if such Bank shall receive from the Borrower whether matured or unmaturedby voluntary payment, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account exercise of the Obligations right of Company set off, counterclaim, cross action, or enforcement of the claim evidenced by the Note held by such 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 Note held by such Bank any other Loan Party amount in excess of its ratable portion of the payments received by all of the Banks with respect to that Lender (or any Affiliate the Notes held by all of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementthe Banks, the Letters of Credit such Bank will make such disposition and participations therein and arrangements with the other Loan DocumentsBanks with respect to such excess, including all either by way of distribution, assignment of claims of any nature (to such extent as is necessary), subrogation or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender otherwise as shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts result in each Bank receiving in respect of the Letters of Credit Note held by it its proportionate payment as contemplated by this Agreement; provided that if all or any other amounts due hereunder part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall have become due be rescinded and payable pursuant the amount restored to Section 8 and although said obligations and liabilitiesthe extent of such recovery, or any of them, may be contingent or unmaturedbut without interest.

Set-Off. In addition The Borrower hereby irrevocably authorizes the Collateral Agent at any time and from time 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 continuation of any time while an Event of Default each of Lenders shall have occurred and their Affiliates is hereby authorized by Company at any time or from time to timebe continuing, without notice to Company or to any other Personthe Borrower, any such notice being hereby expressly waivedwaived by the Borrower, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender the Collateral Agent to or for the credit or the account of Company and each other Loan Party the Borrower, or any part thereof in such amounts as the Collateral Agent may elect, against and on account of the Obligations obligations and liabilities of Company or any other Loan Party the Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit Collateral Agent hereunder and participations therein and the other Loan Documents, including all claims of every nature and description of the Collateral Agent or the Secured Parties against the Borrower, in any nature currency, whether arising hereunder, under any Secured Debt Document or description arising out of or connected with this Agreementotherwise, as the Letters of Credit and participations therein or any other Loan DocumentCollateral Agent may elect, irrespective of whether or not (i) that Lender shall have the Collateral Agent or any Secured Party has made any demand hereunder or (ii) 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 Section 8 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured. The Collateral Agent shall notify the Borrower promptly of any such set-off and the application made by the Collateral Agent of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent may have.

Set-Off. 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 continuation continuance of any Event of Default each of Lenders and their Affiliates Lender is hereby authorized by Company each Grantor at any time or from time to time, without notice to Company or to any other PersonGrantor, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan Party any Grantor against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate obligations and liabilities of any other Lender) Grantor to such Lender hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein hereto or any other Loan Documentthereto, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or under the other Credit Documents or (iib) 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 or under any other Credit Document shall have become due and payable pursuant to Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 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, the Collateral Agent and the Lenders.

Set-Off. The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Repurchase Agreement are recourse obligations of the Seller to which the Seller pledges its full faith and credit. In addition to any rights now and remedies of the Buyer and the Agent (or hereafter granted under applicable law the Buyer or the Agent, as the case may be) provided by this Repurchase Agreement and not by way of limitation of any such rightslaw, upon the occurrence Buyer and during the continuation of any Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time Agent (or from time to timethe Buyer or the Agent, as the case may be) shall have the right, without prior notice to Company or to any other Personthe Seller, any such notice being hereby expressly waivedwaived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all deposits (general or special, time or demand, provisional or final), including Indebtedness evidenced by certificates of depositin 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, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company Seller under the Repurchase Agreement or any other Loan Party to that Lender agreement between the Seller and its Affiliates and the Buyer and its Affiliates. The Buyer and the Agent (or the Buyer or the Agent, as the case may be) agree promptly to notify the Seller after any Affiliate of that Lender) or to any other Lender such set-off and application made by the Buyer and the Agent (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of Buyer or the interest on Agent, as the Loans or any amounts in respect case may be); provided that the failure to give such notice shall not affect the validity of the Letters of Credit or any other amounts due hereunder shall have become due such set-off and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.application

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of Lenders Lender, and their its respective Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder, and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation continuance of any Event of Default Default, each of Lenders the Agents and each Lender, and each of their Affiliates respective Affiliates, is hereby authorized by Company the Credit Parties at any time or from time to time, without notice to Company the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender such Agent or any Affiliate of that Lender such Lender, or their respective Affiliates, as the case may be, to or for the credit or the account of Company the Parent and each other Loan Party its Subsidiaries against and on account of any obligations and liabilities of the Obligations of Company Credit Parties to such Agent or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein Agreement and the other Loan DocumentsDocuments which are then due and payable, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) that such Agent or such Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender agrees that it will promptly notify the Administrative Agent of any exercise of such Lender’s rights pursuant to Section 8.4; provided that no failure of such Lender to deliver such notice shall affect the rights of such Lender hereunder.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Lender and during the continuation any subsequent holder of any Event of Default each of Lenders Note, and their Affiliates any assignee or participant in any Note is hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, provisional or final, including Indebtedness without limitation Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness Debt at any time held or owing by that such Lender or any Affiliate of that Lender holder to or for the credit or the account of Company and each other Loan Party the Borrower, against and on account of the Obligations and other liabilities of Company the Borrower to such Lender or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentholder, irrespective of whether or not (ia) that the Lender or holder shall have made any demand hereunder hereunder, or (iib) the Lender or holder shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 7.2 and although said such obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any Lender or by any assignee, participant or subsequent holder of any Note shall be subject to pro rata treatment of all Obligations and other liabilities hereunder.

Set-Off. 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 continuation continuance of any Event of Default Default, each Lender and its respective Affiliates each of Lenders and their Affiliates is hereby authorized by Company the Borrower at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company the Borrower or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan Party the Borrower (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party the Borrower to that Lender (or any Affiliate of that such Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected hereto and with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Term Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuation continuance of any Event of Default each Default, any such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Lenders and their Affiliates is hereby authorized Agent or any of the Lenders, or from any such affiliate of any of the Lenders, to the Borrower may to the fullest extent not prohibited by Company applicable law at any time or from time to time, without notice regard to Company the existence, sufficiency or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate adequacy of any other Lender) under this Agreementcollateral, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature without notice or description arising out of or connected compliance with this Agreement, the Letters of Credit and participations therein or any other Loan Documentcondition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by Agent against any or all of the Borrower's Obligations irrespective of whether or not (i) that Lender demand shall have made been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (ii) application, Agent agrees to notify the principal Borrower thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans appropriation or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilitiesapplication. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES A LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, may be contingent or unmaturedCREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuation continuance of an Event of Default (such term to mean and include (i) at any time when any Credit Document Obligations or Letters of Credit are outstanding or any Commitments under the Credit Agreement exist, any Event of Default under, and as defined in the Credit Agreement and (ii) at any time after all of the Credit Document Obligations have been paid in full and all Commitments under the Credit Agreement have been terminated and no further Commitments and Letters of Credit may be provided thereunder, any payment default on any of the Obligations after the expiration of any applicable grace period), each of Lenders and their Affiliates Secured Creditor is hereby authorized by Company authorized, at any time or from time to time, without notice to Company any Guarantor or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness at any time held or owing by that Lender or any Affiliate of that Lender such Secured Creditor to or for the credit or the account of Company and each other Loan Party such Guarantor, against and on account of the Obligations obligations and liabilities of Company or any other Loan Party such Guarantor to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) such Secured Creditor under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentGuaranty, irrespective of whether or not (i) that Lender such Secured Creditor shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and obligations, liabilities, deposits or claims, or any of them, may shall be contingent or unmatured. Any such amount received by any Secured Creditor shall be paid over to Administrative Agent for application to the Guaranteed Obligations in accordance with the terms of the Credit Agreement.

Set-Off. 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 continuation Continuance of any an Event of Default each of Lenders Lender and their Affiliates Affiliates, each of is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder, and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 the terms of this Agreement and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender and their its respective Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (other than the 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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder, and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders the Investor, and their respective Affiliates is hereby authorized by Company each Note Party at any time or from time to timetime subject to the consent of the Investor, without notice to Company any Note Party or to any other PersonPerson (other than Collateral 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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender the Investor to or for the credit or the account of Company and each other Loan any Note Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Note Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan DocumentsInvestor hereunder, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Note Document, irrespective of whether or not (ia) that Lender the Investor shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of the Investor different from the branch or office holding such deposit or obligation or such Indebtedness. The Investor agrees to notify Company promptly of its exercise of any rights under this Section 10.4, but the failure to provide such notice shall not otherwise limit its rights under this Section 10.4 or result in any liability to the Investor.

Set-Off. 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 continuation of any Event of Default each Lender and each of Lenders and their its respective Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law this Agreement or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation thereof, Lender and any subsequent holder or holders of any Event of Default each of Lenders and their Affiliates is the Note are hereby authorized by Company Borrower at any time or from time to time, without notice to Company Borrower or to any other Person, any such notice being hereby expressly waived, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that the Lender or any Affiliate of that Lender such holder to or for the credit or the account of Company and each other Loan Party Borrower, against and on account of the Obligations obligations and liabilities of Company Borrower, to Lender or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) such holder under this Agreement, the Letters of Credit Note, and participations therein and the any other Loan DocumentsDocument, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Note, or any other Loan Document, irrespective of whether or not (ia) that the Lender or the holder of the Note shall have made any demand hereunder or (iib) Lender shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 9.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by Lender or by any subsequent holder of the Note shall be subject to the application of payment provisions of Article 2 hereof.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon Upon (a) the occurrence and during the continuation continuance of any Event of Default and (b) the making of the request or the granting of the consent, if any, specified by Section 7.2 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 7.2 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 7.3, the Administrative Agent, each Lender, and each of Lenders and their respective Affiliates is hereby authorized by Company at any time or and from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waivedthe fullest extent permitted by law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or and other indebtedness at any time owing by that Lender the Administrative Agent, such Lender, or any such Affiliate of that Lender to or for the credit or the account of Company and each other Loan any Credit Party against any and on account all of the Obligations obligations of Company the Borrower now or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereafter existing under this Agreement, the Letters of Credit and participations therein Notes held by the Administrative Agent, such Lender, or such Affiliate, and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender the Administrative Agent, such Lender, or such Affiliate shall have made any demand hereunder under this Agreement, such Note, or (ii) such other Credit Documents, and although such obligations may be unmatured. Each Lender agrees to promptly notify the principal Borrower and the Administrative Agent after any such set off and application made by such Lender or its Affiliate, provided that the failure to give such notice shall not affect the validity of or the interest on the Loans or any amounts in respect such set off and application. The rights of the Letters of Credit or Administrative Agent and each Lender under this Section 7.4 are in addition to any other amounts due hereunder shall have become due rights and payable pursuant to Section 8 and although said obligations and liabilitiesremedies (including, without limitation, other rights of set off) which the Administrative Agent or any of them, such Lender may be contingent or unmaturedhave.

Set-Off. 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 continuation continuance of any Event of Default each of Lenders Lender and their Affiliates each Issuing Bank is hereby authorized by Company each Grantor at any time or from time to time, without notice to Company or to any other PersonGrantor, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that such Lender or any Affiliate of that Lender such Issuing Bank to or for the credit or the account of Company and each other Loan Party any Grantor against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate obligations and liabilities of any other Lender) Grantor to such Lender or such Issuing Bank hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein hereto or any other Loan Documentthereto, irrespective of whether or not (ia) that such Lender or such Issuing Bank shall have made any demand hereunder or under the other Credit Documents or (iib) 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 or under any other Credit Document shall have become due and payable pursuant to Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 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, the Collateral Agent, the Issuing Banks and the Lenders.

Set-Off. In Subject to the DIP Order, 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 continuation continuance of any Event of Default Default, DIP Agent, each of Lenders DIP Lender and their its respective Affiliates is are hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of DIP Agent, in its sole discretion (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (other than DIP Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) accounts (in whatever currency)), including, without limitation, funds on deposit in the Loan Proceeds Account, and any other Indebtedness at any time held or owing by that DIP Agent, such DIP Lender or any such Affiliate of that Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations of Company or any other Loan Credit Party to that DIP Agent or such DIP Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that DIP Agent, such DIP Lender or such Affiliate shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said obligations and liabilitiessuch Obligations, or any of them, may be contingent or unmaturedunmatured or (c) such Obligation is owed to a branch or office of DIP Agent, such DIP Lender or such Affiliate different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each of Lenders and their Affiliates Beneficiary is hereby authorized by Company Holdings at any time or from time to time, without notice to Company Holdings or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits or other amounts held by any Beneficiary for the credit or account of Holdings (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness at any time held or owing by that Lender or any Affiliate of that Lender Beneficiary to or for the credit or the account of Company and each other Loan Party Holdings against and on account of the Guarantied Obligations and liabilities of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or Holdings to any other Lender (or any Affiliate of any other Lender) Beneficiary under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender Beneficiary shall have made any demand hereunder or (ii) 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 or under any of the other Loan Documents shall have become due and payable pursuant to Section 8 and although said obligations Guarantied Obligations and liabilities, or any of them, may be contingent or unmatured. Holdings hereby further grants to each Beneficiary a security interest in all deposits and accounts maintained with such Beneficiary as security for the Guarantied Obligations.

Set-Off. 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 continuation of any Event of Default Default, each of Lenders and their Affiliates Lender is hereby authorized by Company each Borrower at any time or from time to time, without notice to Company such Borrower, or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party such Borrower against and on account of the Obligations obligations and liabilities of Company or any other Loan Party such Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Notes, the Domestic Overdraft Agreement, the Offshore Overdraft Agreements and the Letters of Credit and participations therein and the other Loan DocumentsCredit, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any the Notes or the other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender shall have made any demand hereunder or (iib) that Lender shall have declared the principal of or and the interest on the Loans or and Notes, any amounts obligations of Company in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation continuance of any Event of Default each of Lenders Lender and their respective Affiliates is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Agents (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (other than an 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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Term 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 Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence and during the continuation of extent limited by Applicable Law, at any time that an Event of Default exists, the Lender and each subsequent holder of Lenders and their Affiliates the Obligations is hereby authorized by Company the Borrower at any time or and from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including Indebtedness but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accountsany amounts held by the lender or any of its Affiliates in any escrow account, unless expressly contemplated by the Purchase Agreement or the Ancillary Agreements) and any other Indebtedness Funded Debt at any time held or owing by that the Lender or any Affiliate of that Lender such holder to or for the credit or the account of Company and each Borrower or any other Loan Party Borrower Entity, against and on account of the Obligations obligations and liabilities of Company the Borrower Entities, to the Lender or any such holder under this Agreement and any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this AgreementDocument, the Letters of Credit and participations therein and the other Loan Documentsincluding, including but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (ia) that the Lender shall have made any demand hereunder or (iib) the Lender shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit Loan or any other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 9.2 and although said obligations and liabilitiesobligations, or any of them, may shall be contingent or unmatured. Any sums obtained by the Lender or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuation continuance of any Event of Default each Default, and Accounts, deposits, balances or other sums credited by or due from the Agent, any affiliate of Lenders and their Affiliates is hereby authorized the Agent or any of the Lenders, or from any affiliate of any of the Lenders, to the Guarantor may to the fullest extent not prohibited by Company applicable law at any time or from time to time, without notice regard to Company the existence, sufficiency or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate adequacy of any other Lender) under this Agreementcollateral, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature without notice or description arising out of or connected compliance with this Agreement, the Letters of Credit and participations therein or any other Loan Documentcondition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived to the fullest extent permitted by law, be set off, appropriated and applied by the Agent against any or all of the Guaranteed Obligations irrespective of whether or not (i) that Lender demand shall have made been made, in such manner as the Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (ii) application, the principal Agent agrees to notify Guarantor thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans appropriation or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilitiesapplication. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, may be contingent or unmaturedDEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender and their respective Affiliates is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Collateral Agent and the Xxxxxxxxxx Lenders (such consent not to be unreasonably withheld or delayed), without notice to Company any Loan Party or to any other PersonPerson (other than Collateral Agent and the Xxxxxxxxxx Lenders), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, or with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default and upon the acceleration of all amounts owing hereunder, each Bank and each subsequent holder of Lenders and their Affiliates any Note is hereby authorized by Company the Borrower and each Guarantor at any time or from time to time, without with notice to Company the Borrower simultaneously therewith or promptly thereafter, but without notice, to the Guarantors or to any other Person, any such additional notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Lender Bank or any Affiliate of that Lender subsequent holder to or for the credit or the account of Company and each other Loan Party the Borrower or any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Company the Borrower or any other Loan Party Guarantor to that Lender (Bank or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) subsequent holder under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender Bank or that subsequent holder shall have made any demand hereunder or (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any Notes and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation of any Event of Default Default, each Lender, upon the consent of Lenders Administrative Agent and their Affiliates Requisite Lenders, is hereby authorized by Company Holding and any of its Subsidiaries at any time or from time to time, without notice to Company Holding or any of its Subsidiaries, or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of 135 that Lender to or for the credit or the account of Company and each other Loan Party Holding or any of its Subsidiaries, against and on account of the Obligations obligations and liabilities of Company Holding or any other Loan Party of its Subsidiaries to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, Agreement or with respect to the Letters of Credit and participations therein and the other Loan DocumentsCredit, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, Agreement or with respect to the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans Loans, Notes or any amounts in Obligations with respect of to the Letters of Credit or any Credit, and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence Administrative Agent, each Lender and during the continuation of any Event of Default each of Lenders and their Affiliates Participant is hereby authorized by Company the Borrower, at any time or from time to timetime during the continuance of an Event of Default, without prior notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Administrative Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness at any time held or owing by that the Administrative Agent, such Lender or any Affiliate of that Lender Participant, to or for the credit or the account of Company and each other Loan Party the Borrower against and on account of any of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentObligations, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal all of or the interest on the Loans and all other Obligations have been declared to be, or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become otherwise become, due and payable pursuant to as permitted by Section 8 10.2, and although said such obligations and liabilities, or any of them, may shall be contingent or unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Administrative Agent or any Lender with respect to rights of set-off.

Set-Off. 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 continuation continuance of any Event of Default Default, the Lenders and each of Lenders and their respective Affiliates is hereby authorized by Company the Borrower at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company the Borrower or to any other PersonPerson (other than the 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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan Party the Borrower (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Party the Borrower to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation continuance of any an Event of Default Default, each Lender (and each of Lenders and their Affiliates its Affiliates) is hereby authorized by Company at any time or and from time to time, without presentment, demand, protest or other notice to Company or to of any other Person, any kind (all of such notice rights being hereby expressly waived), to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsspecific) and any other Indebtedness indebtedness at any time held or owing by that such Lender (including, without limitation, branches, agencies or any Affiliate Affiliates of that such Lender wherever located) to or for the credit or the account of Company any Borrower against obligations and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate liabilities of any other Lender) Borrower to the Lenders hereunder, under this Agreementthe Notes, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature Documents or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documentotherwise, irrespective of whether the Administrative Agent or not (i) that Lender the Lenders shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrowers hereby agree that to the extent permitted by Law any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 2.14 or 11.06(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by any such Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 10.6, upon the occurrence and during the continuation continuance of any Event of Default Default, each of Lenders and their Affiliates Lender is hereby authorized by Company and each Borrower at any time or from time to time, without notice to Company or such Borrower, or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demandincluding, provisional or finalbut not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accountsaccounts and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender thereof to or for the credit or the account of Company and each other Loan Party or such Borrower against and on account of the Obligations obligations and liabilities of Company or any other Loan Party such Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Notes, the Domestic Overdraft Agreement, the Offshore Overdraft Agreements and the Letters of Credit and participations therein and the other Loan DocumentsCredit, including including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any the Notes or the other Loan DocumentDocuments, irrespective of whether or not (ia) that Lender shall have made any demand hereunder or (iib) that Lender shall have declared the principal of or and the interest on the Loans and Notes, any obligations of Company or any amounts such Borrower in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender agrees promptly to notify Company, each Borrower and the Administrative Agent after any such set-off provided the failure to give such notice shall not affect the validity of the set-off.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender, Issuing Bank, and their respective Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this AgreementIssuing Bank hereunder, the Letters of Credit and participations therein in any L/C Funding Support and under the other Loan Credit Documents, including all claims of any nature or description arising out of or connected with this Agreementhereto, the Letters of Credit and participations therein in any L/C Funding Support or with any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any L/C Funding Support or any other amounts due hereunder shall have become due and payable pursuant to Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon and after the occurrence and during the continuation of any Event of Default each of and during the continuance thereof, the Lenders and their Affiliates is any assignee or participant of a Lender in accordance with Section 11.10 are hereby authorized by Company the Obligors at any time or from time to time, to the extent permitted by Applicable Law, without notice to Company the Obligors or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including Indebtedness but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness indebtedness at any time held or owing by that Lender the Lenders, or any Affiliate of that Lender such assignee or participant to or for the credit or the account of Company and each other Loan Party the Obligors against and on account of the any unpaid Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (ia) that Lender the Lenders shall have made any demand hereunder under this Agreement or any of the other Loan Documents or (iib) the principal of Agent shall have declared any or the interest on the Loans or any amounts in respect all of the Letters of Credit or any other amounts due hereunder shall have become Obligations to be due and payable pursuant to as permitted by Section 8 9.2 and although said obligations and liabilities, or any of them, may such Obligations shall be contingent or unmatured.. The Agent and Lenders acknowledge that the rights of the Lenders under this Section 11.3 are subject to the rights of residential contract purchasers of Borrowing Base Assets in any contract deposits held in an account with any Lender or Agent. WB/Neighborhoods Second Modified and Restated Loan Agreement

Set-Off. 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 continuation continuance of any Event of Default each of Lenders Lender and their its respective Affiliates is hereby authorized by Company each Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Credit Party or to any other PersonPerson (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 or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Company or any other Loan Credit Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) hereunder and under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected herewith or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. 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 continuation of any Event of Default each Lender (which term shall for the purposes of Lenders this Section 5.13 include the Issuing Lenders) and each of their Affiliates is hereby authorized by Company each Grantor at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Company any Grantor or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of Company and each other Loan Party any Grantor against and on account of the Obligations obligations and liabilities of Company or any other Loan Party to that such Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementhereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreementhereto, the Letters of Credit and participations therein or with any other Loan Document, irrespective of whether or not (ia) that such Lender or such Affiliate shall have made any demand hereunder or (iib) 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 Section 8 Article II of the Credit Agreement and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. 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 continuation of any Event of Default each of Lenders Lender and their its respective Affiliates is hereby authorized by the Company at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Company or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that such Lender to or for the credit or the account of the Company and each other Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of the Company to such Lender arising hereunder or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Credit Documents, including all claims of any nature or description arising out of or connected hereto or with this Agreement, the Letters of Credit and participations therein or any other Loan Credit Document, irrespective of whether or not (ia) that such Lender shall have made any demand hereunder or hereunder, (iib) 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 Section 8 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default and during the continuation of any Event of Default thereof, the Administrative Agent and each of the Lenders and their Affiliates is are hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or finalincluding, including but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that any Lender or any Affiliate of that Lender Administrative Agent, to or for the credit or the account of Company and each other Loan Party the Borrower or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to the Lenders and the Administrative Agent, including, without limitation, all Obligations of Company or and any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein Notes or any other Loan Document, irrespective of whether (a) any Lender or not (i) that Lender Administrative Agent shall have made any demand hereunder or (iib) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any amounts in respect of the Letters of Credit or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 8 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured.. Upon direction by the Administrative Agent

Set-Off. In addition to any rights now and remedies of the Bank provided by law, upon the occurrence of an Event of Default and the acceleration of the obligations owing in connection with the Loan Documents, or hereafter granted under applicable law and not by way of limitation of at any such rights, time upon the occurrence and during the continuation continuance of any an Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time under Section 7.01(a) or from time to time7.01(b), the Bank shall have the right, without prior notice to Company or to any other Personthe Borrowers, any such notice being hereby expressly waivedwaived by the Borrowers to the extent not prohibited by applicable law, to set set-off and to appropriate and to apply against any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of depositindebtedness, whether matured or unmatured, but not including trust accounts) and of the Borrowers to the Bank, any other Indebtedness amount owing from the Bank to the Borrowers, at, or at any time held after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by the Bank against a Borrower or owing by that Lender or against any Affiliate of that Lender to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit or the account benefit of Company and each other Loan Party against and on account of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreementcreditors, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilitiesreceiver, or execution, judgment or attachment creditor of a Borrower or against anyone else claiming through or against a Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by the Bank prior to the making, filing or issuance, or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of themcreditors, may be contingent appointment or unmaturedapplication for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. The Bank agrees promptly to notify such Borrower after any such set-off and application made by the Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuation of any if an Event of Default exists or the Loans have been accelerated, each of Lenders and their Affiliates Lender is hereby authorized by Company at any time or and from time to time, without prior notice to Company or to any other Personthe Borrowers, any such notice being hereby expressly waivedwaived by the Borrowers to the fullest extent permitted by law, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by that Lender or any Affiliate of that by, such Lender to or for the credit or the account of Company the Borrower against any and each other Loan Party against and on account of the all Obligations of Company owing to such Lender, now or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Documenthereafter existing, irrespective of whether or not (i) that the Agent or such Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans under this Agreement or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower Representative and the Agent after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, LENDER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS.

Set-Off. In addition The Borrower hereby gives and confirms to any rights the Lender a right of set-off of all moneys, securities and other property of the Borrower (whether special, general or limited) and the proceeds thereof, now or hereafter granted under applicable law delivered to remain with or in transit in any manner to the Lender, its correspondents or its agents from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of the Lender in any way, and not by way of limitation also, any balance of any such rightsdeposit accounts and credits of the Borrower with, upon and any and all claims of security for the occurrence payment of the Note and during of all other liabilities and obligations now or hereafter owed by the continuation of any Event of Default each of Lenders and their Affiliates is Borrower to the Lender, contracted with or acquired by the Lender, whether joint, several, absolute, contingent, secured, unsecured, matured or unmatured, hereby authorized by Company authorizing the Lender at any time or from time to timetimes during an Event of Default, without notice prior notice, to Company apply such balances, credits of claims or any part thereof, to such liabilities in such amounts as it may select, whether contingent, unmatured or otherwise, and whether any collateral security therefor is deemed adequate or not. The rights described herein shall be in addition to any other Person, collateral security described in any such notice being hereby expressly waived, to set off and to appropriate and to apply separate agreement executed by the Borrower. This provision shall not imply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account obligation of the Obligations of Company or Borrower to maintain any other Loan Party to that Lender (or any Affiliate of that deposit balances with the Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) 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 Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition Regardless of the adequacy of any Collateral or other means of obtaining repayment of the Secured Obligations, any deposits, balances or other sums credited by or due from the head office of the Agent or any of its branch offices to the Borrower and any rights property of the Borrower now or hereafter granted under applicable law in the possession, custody, safekeeping or control of the Agent or in transit to the Agent may, at any time and not by way of limitation of any such rights, upon from time to time after the occurrence and during the continuation continuance of any an Event of Default each of Lenders and their Affiliates is hereby authorized by Company at any time or from time to timeDefault, without prior notice to Company the Borrower or to compliance with any other Personcondition precedent now or hereafter imposed by statute, any such notice being rule of law, or otherwise (all of which are hereby expressly waived) be set -off, to set off appropriated and to appropriate and to apply applied by the Agent against any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of Company and each other Loan Party against and on account Secured Obligations of the Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, Borrower in such manner as the Letters of Credit and participations therein and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect head office of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, Agent or any of themits branch offices in its sole discretion may determine, may be contingent or unmaturedand the Borrower hereby grants the Agent a continuing security interest in such deposits, balances, other sums and property for the payment and performance of all such Secured Obligations. ANY AND ALL RIGHTS TO REQUIRE THE AGENT TO EXERCIS ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE SECURED OBLIGATIONS PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH DEPOSITS, BALANCES, OTHER SUMS AND PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.