Common use of Set-Off Clause in Contracts

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatessuch L/C Issuer, irrespective of whether or not such Lender or Affiliate such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatessuch L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender or any of its Affiliates; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Company, any such notice being waived by the Administrative Agent, Company to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender and their respective its Affiliates under this Section 10.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, ; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or its Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise beneficially owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.13 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, providedGuaranty or any other security, that, the failure right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Lenders, the Holders, their respective Affiliates is and any assignee or participant of a Lender or a Holder in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Lenders, the Holders, their respective Affiliates or any assignee or participant of a Lender or any such Affiliate a Holder in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Lenders or Affiliate the Holders shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) banker's lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent of the Majority Secured Parties, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all amounts so set off shall be paid over immediately to costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the Administrative Agent for further application exercise of setoff rights provided in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after not be enforced by any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationCredit Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, if an Event of Default shall have occurred and be continuing, with the prior written consent of the Administrative Agent, each Lender Lender, the L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the L/C Issuer or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the L/C Issuer different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the L/C Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Party, and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLegal Requirement, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Party or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations Secured Obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Party or its AffiliatesAffiliate, irrespective of whether or not such Lender Party or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan any Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender Party or Affiliate different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lender, the Swingline Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender, such Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without prior notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender or any such Affiliate Secured Party to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan part thereof in such amounts as the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and provisions of the Credit Agreement, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the other Loan Documents and claims of every nature and description of the Borrower Collateral Agent or such Loan Secured Party now or hereafter existing against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document Document, as the Collateral Agent or such Secured Party may elect, subject in all respects to such Lender or its Affiliatesthe terms and provisions of the Credit Agreement, irrespective of whether or not the Collateral Agent or such Lender or Affiliate shall have Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Collateral Agent or are owed to a branch office or Affiliate the applicable Secured Party shall notify such Subsidiary Guarantor promptly of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative application made by the Collateral Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Secured Party of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to the terms and provisions of the Credit Agreement.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender or any such Affiliate Secured Party to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan part thereof in such amounts as the Collateral Agent or such Secured Party may elect, subject in all respects to the terms and provisions of the Credit Agreement, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Collateral Agent or such Secured Party hereunder or under the other Loan Documents and claims of every nature and description of the Borrower Collateral Agent or such Loan Secured Party now or hereafter existing against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document or otherwise, as the Collateral Agent or such Secured Party may elect, subject in all respects to such Lender or its Affiliatesthe terms and provisions of the Credit Agreement, irrespective of whether or not the Collateral Agent or such Lender or Affiliate shall have Secured Party has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Collateral Agent or are owed to a branch office or Affiliate the applicable Secured Party shall notify such Subsidiary Guarantor promptly of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative application made by the Collateral Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Secured Party of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Collateral Agent and the Secured Parties under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent and the Secured Party may have under Applicable Law pursuant to the terms and provisions of the Credit Agreement.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and 11.1.1 The Borrower irrevocably authorises each of their respective Affiliates is hereby authorized the Lender Finance Parties at any time after all or any part of the Lender Indebtedness shall have become due and payable to set off any liability of the Borrower to any of the Lender Finance Parties (whether present or future, actual or contingent, and irrespective of the branch or office, currency or place of payment) against any credit balance from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply time standing on any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower (whether current or otherwise and whether or not subject to notice) with any other Loan Party against branch of any and all of the obligations Lender Finance Parties in or towards satisfaction of the Lender Indebtedness and, in the name of that Lender Finance Party or the Borrower, to do all acts (including, without limitation, converting or exchanging any currency) and execute all documents which may be required to effect such application. The relevant Lender Finance Party will notify the Borrower forthwith upon the exercise or purported exercise of any rights under this clause 11.1. 11.1.2 For such Loan purposes, each Lender Finance Party now is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application. No Lender Finance Party shall be obliged to exercise any right given to it by this clause 11. 1. The Lender Finance Party shall notify the Borrower forthwith upon the exercise or hereafter existing purported exercise of any right of set-off giving full details in relation thereto. 11.1.3 Without prejudice to their rights hereunder and/or under any of the Swap Agreements, the Swap Providers may at the same time as, or at any time after, any Event of Default under this Agreement or the Borrower’s default under any other Loan Document of the Swap Agreements set-off any amount due now or in the future from the Borrower to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand the Swap Providers under this Agreement or against any other Loan Document and although such obligations amount due from the Swap Providers to the Borrower under any of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate Swap Agreements and apply the first amount in discharging the second amount. The effect of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off under this clause 11.1.3 shall be paid over immediately effective to extinguish or, as the Administrative Agent for further application in accordance with case may require, reduce the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit liabilities of the Administrative Agent and Swap Providers under any of the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSwap Agreements.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event (a) In addition to any rights and remedies of Default shall have occurred the Bank provided by law, upon the occurrence and be continuingduring the continuance of any event of default under this Agreement, each Lender and each of their respective Affiliates the Bank is hereby authorized authorized, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank or its affiliates against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by few. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall net effect the validity of such set-off and application. (c) For the purposes of this paragraph, “Deposits” means any deposits (general genera] or special, time or demand, provisional or final, in whatever currencyindividual or Joint) at as well as any time held and money, instruments, securities, credits, claims, demands, income or other obligations (in whatever currency) at any time owing property, rights or interests owned by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all Obligor which come into the possession or custody or under the control of the obligations Bank or its affiliates. “Obligations” means all obligations, now or hereafter existing, of the Borrower or such Loan Party now or hereafter existing to the Bank under this Agreement or and under any other Loan Document to such Lender agreement or its Affiliatesinstrument executed in connection with this Agreement, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such the obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions Bank of Section 2.12 andany Obligor, pending such paymentTO THE EXTENT PERMITTED BY LAW, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS ARE HEREBY VOLUNTARILY, providedINTENTIONALLY, that, the failure to give such notice shall not affect the validity of such setoff and applicationAND IRREVOCABLY WAIVED.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Lender, the Swingline Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, subject to Section 2.10(b), to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Lender, the Swingline Lender, or any such Affiliate to or for the credit or the account of the Borrower Company or any other Loan Credit Party against any and all of the obligations of the Borrower Company or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Lender, or its Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender, or the Swingline Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender, or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 4.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Lender, the Swingline Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Lender, the Swingline Lender, or their respective Affiliates may have. Each Lender Lender, each Issuing Lender, and the Swingline Lender, agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each any Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations indebtedness (in whatever currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office of or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatthat (i)(a) the obligations of Foreign Subsidiaries that become Designated Borrowers are several and not joint, and (b) no Lender shall exercise any rights under this Section 11.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, ; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or its Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise beneficially owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the applicable Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the applicable Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the applicable Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, providedGuaranty or any other security, that, the failure right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an Event In addition to any rights and remedies of Default Buyer hereunder and by law, Buyer shall have occurred and be continuingthe right, without prior notice to any Seller Party, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Seller Party to the fullest extent permitted by applicable law, law to set off and appropriate and apply against any Obligation from any Seller Party or any Affiliate thereof to Buyer or any of its Affiliates any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender or due from Buyer or any such Affiliate thereof to or for the credit or the account of the Borrower any Seller Party or any other Loan Party against Affiliate thereof. Buyer may set-off cash, the proceeds of the liquidation of any Repurchase Assets and all other sums or obligations owed by Buyer or its Affiliates to a Seller Party or its Affiliates against all of the Seller Party’s or its Affiliate’s obligations of the Borrower to Buyer or such Loan Party now or hereafter existing its Affiliates, whether under this Agreement or under any other Loan Document to such Lender agreement between the parties or between a Seller Party or its AffiliatesAffiliate and Buyer and any Affiliate of Buyer, irrespective of or otherwise, whether or not such Lender obligations are then due, without prejudice to Buyer’s or Affiliate shall have made its Affiliate’s right to recover any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide deficiency. Buyer agrees promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly Seller Parties after any such setoff set-off and application, provided, that, application made by Buyer; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default or Default has occurred.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all of the obligations of the Borrower Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or its the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the Issuing Bank different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized may at any time and from time to time, after obtaining without notice to Borrower but subject to the prior written consent provisions of Section 8.3 hereof (any requirement for such notice being expressly waived by Borrower), setoff and apply against any and all of the Administrative obligations of Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or and any other Loan Party against any and all property of the obligations Borrower from time to time in possession of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such deposits held or indebtedness owing by such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent and unmatured and regardless of whether any Collateral then held by Agent or unmatured or are owed any Lender is adequate to a branch office or Affiliate of cover the Indebtedness. Promptly following any such setoff, such Lender different from shall give written notice to Agent and Borrower of the branch office or Affiliate holding such deposit or obligated on such indebtednessoccurrence thereof; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 8.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. 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 and their respective Affiliates under this Section 7.6 are in addition to the other rights and remedies (including including, without limitation, other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or the L/C Issuer different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each any Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) Indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatessuch Affiliate hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or denominated in a currency different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized by each Credit Party at any time and or from time to time, after obtaining time subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than the Administrative Agent), to the fullest extent permitted by applicable lawany such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations and liabilities of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder and under the Transaction Documents, including all claims of any nature or its Affiliatesdescription arising out of or connected hereto and participations therein or with any other Transaction Document, irrespective of whether or not (a) such Lender or Affiliate shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided, provided that, in the event that if any Defaulting Lender shall exercise any such right of setoff, (x1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Sections 2.12 and 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 17. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 17 shall have occurred be effective to create a charge or other security interest. This Section 17 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Xxxxxx agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an (a) During the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and deposits or other sums credited by or due from time to time, after obtaining the prior written consent any of the Administrative Agent, Banks to the fullest extent permitted by applicable law, to set off Borrower and apply any and all deposits (general securities or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account property of the Borrower in the possession of any such Bank may be applied to or any other Loan Party set off by such Bank against any and all the payment of the obligations Obligations. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliateswhether by voluntary payment, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations exercise of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions counterclaim, cross action, or enforcement of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail claim based on the Obligations owing to such Defaulting Lender Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to which it exercised its proportionate payment as contemplated by this Agreement; provided that if all or any part of such right excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of setoffsuch recovery, but without interest. (b) The Borrower authorizes the Agent and the Custodian to charge and/or set off against any deposit account or other account maintained with either the Agent or the Custodian on behalf of the Borrower and, in the case of the Agent, apply the proceeds thereof against repayment of any unpaid Obligations, or, in the case of the Custodian, remit the proceeds thereof to the Agent to be applied against repayment of any such unpaid Obligations. The rights In addition, the Custodian is hereby directed by the Borrower to dispose of each Lender the Borrower’s assets as selected by the Investment Adviser to the extent necessary to repay all amounts due to the Banks from the Borrower to the extent that the Obligations have not been paid when due or if an Event of Default has occurred and their respective Affiliates under this Section are in addition is continuing and the Obligations have been accelerated. If the Investment Adviser does not select a sufficient amount of assets of the Borrower to other rights repay all amounts due to the Banks from the Borrower within a reasonable time, the Custodian is hereby directed by the Borrower, upon the request of the Agent and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees upon one day’s prior written notice to notify the Borrower and the Administrative Agent promptly after Investment Adviser, to dispose of the Borrower’s assets to the extent necessary to repay all amounts due to the Banks from the Borrower. The foregoing shall be deemed to be continuing and irrevocable “proper instructions” to the Custodian for all purposes under the Custody Agreement. The foregoing shall be in addition to any such setoff other rights or remedies the Bank and application, provided, that, the failure to give such notice shall not affect Custodian may have against the validity Borrower following the occurrence of such setoff and applicationan Event of Default hereunder.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and Secured Party, together with each of their respective Affiliates its Affiliates, is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentAgent in accordance with Section 8.02, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by Parent, Holdings and each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other obligations Indebtedness (in whatever any currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of the obligations of the Borrower Obligations owing to such Secured Party hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender or Affiliate different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender or Affiliate thereof shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate as to which it exercised such right of setoffset-off. Each Secured Party agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Secured Party or any of its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any and such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSecured Party may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatessuch Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 Sections 2.15 and 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective such Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section ‎16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section ‎16 shall have occurred be effective to create a charge or other security interest. This Section ‎16 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Dealer agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Lender, such Issuing Bank or its their respective Affiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender of the Lenders and the Issuing Banks agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If Each Subsidiary Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to Section 10.01(1) of the Credit Agreement shall have occurred and be continuing, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentSubsidiary Guarantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender or any such Affiliate to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any other Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent or such Lender hereunder and under the Loan Documents and claims of every nature and description of the Borrower Administrative Agent or such Loan Party now or hereafter existing Lender against such Subsidiary Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lender or its Affiliatesmay elect, irrespective of whether or not such the Administrative Agent or any Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed unmatured; provided that no amounts set off with respect to a branch office or Affiliate any Subsidiary Guarantor shall be applied to any Excluded Swap Obligations of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Subsidiary Guarantor. The Administrative Agent and each Lender shall exercise notify such Subsidiary Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by this Agreement and by law, the Lender shall have occurred and be continuingthe right, without prior notice to any Borrower, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Borrower to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Lender or any such Affiliate thereof to or for the credit or the account of such Borrower. Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s or any Repurchase Party's obligations to the Lender or its Affiliates under this Agreement with respect to such Borrower or the Repo Agreement with respect to such Repurchase Party or under any other agreement between the parties or between any Borrower or any other Loan Repurchase Party against and any and all affiliate of the obligations of the Borrower Lender, or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of otherwise whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthen due, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately without prejudice to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender’s or its Affiliate’s right to recover any deficiency. Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide agrees promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of notify Borrowers and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly Repurchase Party after any such setoff set-off and application, provided, that, application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe Issuing Lender, irrespective of whether or not such Lender or Affiliate the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such other Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the Issuing Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF PARENT OR ANY SUBSIDIARY OF PARENT HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations owing to such Lender or its Affiliatesthe L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender or any of its Affiliates; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Loans have occurred and be continuingbeen accelerated, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative Agent, Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits held in whatever currencya trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations and/or Guaranteed Obligations owing to such Lender or its Affiliatessuch Affiliate, now or hereafter existing, irrespective of whether or not the Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Obligations and/or Guaranteed Obligations may be denominated in a different currency, contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender or such Loan Party may be contingent or unmatured or are owed Affiliate; provided that the failure to a branch office or Affiliate give such notice shall not affect the validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessset-off and application; and provided, thatfurther, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 3.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations and/or Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence and continuance of any Lease Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, during the continuance thereof (but only after obtaining the prior written consent of the Administrative AgentMajority Credit Lenders, the Majority Mortgage Lenders and the Lessor) the Credit Lenders, the Mortgage Lenders, the Lessor and their respective Affiliates and any assignee or participant of any Mortgage Lender, any Credit Lender or the Lessor in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time or from time to time, without notice to the Credit Parties or to any other Person (subject to the above requirement to obtain the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, set‑off and to set off appropriate and to apply any and all deposits (general or special, time or demand, provisional including indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Mortgage Lender, such Credit Lender, the Lessor, their respective Affiliates or any assignee or participant of such Credit Lender, such Mortgage Lender or any such Affiliate the Lessor in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, Operative Agreements irrespective of whether or not (a) such Credit Lender, such Mortgage Lender or Affiliate the Lessor shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, no Credit Lender, Mortgage Lender or are owed the Lessor shall exercise, or attempt to a branch office exercise, any right of set-off, banker’s lien, or Affiliate the like, against any deposit account or property of such any Credit Party held by any Credit Lender, any Mortgage Lender different or the Lessor, without the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor, and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise of set-off rights provided in the foregoing sentence is solely for the benefit of the Financing Parties and may not be enforced by any Credit Party. In addition to the foregoing, thatand not in limitation thereof, in the event that any Defaulting Credit Lender or any Defaulting Mortgage Lender shall exercise any such right of setoffset-off, but only after obtaining the prior written consent of the Majority Credit Lenders, the Majority Mortgage Lenders and the Lessor, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.3(c) of the Credit Loan Agreement and Section 2.3(c) of the Mortgage Loan Agreement, respectively, and, pending such payment, shall be segregated by such Defaulting Credit Lender or Defaulting Mortgage Lender, respectively, from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders other Secured Parties and (yb) the applicable Defaulting Credit Lender or Defaulting Mortgage Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations secured obligations owing to such Defaulting Lender entity as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationset-off.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but in any event, excluding Excluded Assets) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender Lender, or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender different from the branch branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

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

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agentnotice to any Borrower, any such prior notice being waived by each Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Obligations constituting a payment obligation owing to such Lender or its Affiliatestheir respective Affiliates hereunder or under any other Credit Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtednessobligation; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Lender, the Swingline Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Lender, the Swingline Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Lender, or its Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender, or the Swingline Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, such Issuing Lender, or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 4.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Lender, the Swingline Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Lender, the Swingline Lender, or their respective Affiliates may have. Each Lender Lender, each Issuing Lender, and the Swingline Lender, agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 16 shall have occurred be effective to create a charge or other security interest. This Section 16 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Xxxxxx agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingafter obtaining the prior written consent of the Administrative Agent, each Lender Lender, each L/C Issuer and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of the Administrative Agent, each Loan Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the L/C Issuers and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized authorized, at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, such L/C Issuer or any such Affiliate to to, or for the credit or the account of the Borrower or of, any other Loan Party against any and all of the obligations of the Borrower or such any Loan Party now or hereafter existing under this Agreement or any other Loan Document Document, to such Lender or its the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, such L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document Document, and although such obligations of the Borrower or such Loan Party Parties may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, : (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the L/C Issuers and the Lenders Lenders; and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender of the Lenders and the L/C Issuers agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing(a) Except to the extent specifically permitted herein, each Lender Seller Party and Guarantor hereby irrevocably and unconditionally waives all right to setoff for or on account of any obligation or liability of Buyer, any Buyer’s participant or any of their Affiliates under this Agreement or any other Facility Document, whether pursuant to contract or applicable law, in equity or otherwise, with respect to any funds or monies of Buyer, any Buyer’s participant or any of their Affiliates at any time held by or in the possession of any Seller Party or Guarantor. (b) Except to the extent specifically permitted herein, Buyer, Buyer’s participants and each of their respective Affiliates under this Agreement or any other Facility Document hereby irrevocably and unconditionally waives all right to setoff for or on account of any obligation or liability of any Seller Party or Guarantor under this Agreement or any other Facility Document, whether pursuant to contract or applicable law, in equity or otherwise, with respect to any funds or monies of any Seller Party, Guarantor or its Affiliates held by Buyer, Buyer’s participants and each of their Affiliates, including any bank accounts of any Seller Party or Guarantor or any of its Affiliates with any of them or any deposits in such accounts or any amounts due or owing under any Master Securities Forward Transaction Agreement among any of them, or any of Buyer’s or its Affiliates’ assets, rights or obligations under any other arrangement or agreement with Seller or any of its Affiliates; provided that if any Event of Default has occurred and is hereby authorized at continuing, Buyer shall have the right, without prior notice to any time Seller Party or Guarantor, any such notice being expressly waived by such Seller Party and from time to time, after obtaining the prior written consent of the Administrative Agent, Guarantor to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Seller Party or Guarantor under this Agreement or any other Facility Document (whether at the stated maturity, by termination, acceleration or otherwise) to set off and appropriate and apply against such amount, any and all deposits (general or special, time or demand, provisional or final, ) in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit Payment Account or the account of the Borrower Collection Account or any other Loan Party against any and all of the obligations of the Borrower funding, operating or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately account related to the Administrative Agent facility provided for further application in accordance with the provisions of Section 2.12 andthis Agreement, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Buyer; provided further that Buyer may set off funds or monies of any Seller Party or Guarantor on deposit in the Administrative Agent and Payment Account or the Lenders and (y) the Defaulting Lender shall provide promptly Collection Account or any other funding, operating or other deposit account related to the Administrative Agent a statement describing facility provided for in reasonable detail this Agreement, only against amounts any Seller Party or Guarantor owes to Buyer or any other Indemnified Party pursuant to the Obligations owing to such Defaulting Lender as to which it exercised such terms of this Agreement or another Facility Document; and provided further that the foregoing right of setoffsetoff shall not apply to any deposit of escrow monies being held on behalf of the mortgagors under Underlying Mortgage Loans. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender Buyer agrees to promptly notify the Borrower Seller Parties and the Administrative Agent promptly Guarantor after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event Each Loan Party hereby gives and confirms to each Bank a right of Default shall have occurred set-off of all moneys, securities and other property of such Loan Party (whether special, general or limited) and the proceeds thereof, now or hereafter delivered to remain with or in transit in any manner to such Bank, its Affiliates, correspondents or agents from or for such Loan Party, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of such Bank, its Affiliates, correspondents or agents in any way, and also, any balance of any deposit accounts and credits of such Loan Party with, and any and all claims of security for the payment of the Loans and of all other liabilities and obligations now or hereafter owed by any Loan Party to such Bank, contracted with or acquired by such Bank, whether such liabilities and obligations be continuingjoint, each Lender several, absolute, contingent, secured, unsecured, matured or unmatured, and each of their respective Affiliates is Loan Party hereby authorized authorizes each Bank, its Affiliates, correspondents or agents at any time and from time or times, without prior notice, to timeapply such money, after obtaining the prior written consent securities, other property, proceeds, balances, credits of claims, or any part of the Administrative Agentforegoing, to the fullest extent permitted by applicable lawsuch liabilities in such amounts as it may select, to set off and apply any and all deposits (general or specialwhether such liabilities be contingent, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office otherwise, and whether any collateral security therefor is deemed adequate or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessnot; provided, that, provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.16 (Defaulting Banks) and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are described herein shall be in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationcollateral security, providedif any, that, the failure to give such notice shall not affect the validity of such setoff and applicationdescribed in any separate agreement executed by any Loan Party.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by this Agreement and by law, the Lender shall have occurred and be continuingthe right, each Lender and each of their respective Affiliates is hereby authorized at without prior notice to Borrowers, any time and from time to time, after obtaining the prior written consent of the Administrative Agent, such notice being expressly waived by Borrowers to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Lender or any such Affiliate thereof to or for the credit or the account of any Borrower. Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s or any Repurchase Party’s obligations to the Lender or its Affiliates under this Loan Agreement with respect to a Borrower or any Citi Repurchase Facility with respect to such Repurchase Party or under any other Loan agreement between the parties or between Borrower or any Repurchase Party against and any and all affiliate of the obligations of the Borrower Lender, or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of otherwise whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthen due, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately without prejudice to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender’s or its Affiliate’s right to recover any deficiency. Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide agrees promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly each Repurchase Party after any such setoff set-off and application, provided, that, application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to Section 8(a) or 8(g) (in the latter case with respect to the Borrower) of the Credit Agreement shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentGrantor, to the fullest extent permitted by applicable law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender or any such Affiliate to or for the credit or the account of the Borrower such Grantor, or any other Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the obligations and liabilities of the Borrower or such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against any Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lender or its Affiliatesmay elect, irrespective of whether or not such the Administrative Agent or any Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting unmatured. The Administrative Agent and each Lender shall exercise notify such Grantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) proceeds thereof, provided that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Loans have occurred and be continuingbeen accelerated, each Lender Lender, each Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agentnotice to any Borrower, any such notice being waived by each Borrower to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits held in a trustee, in whatever currencyfiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender Lender, such Issuer or any such Affiliate to or for the credit or the account of the such Borrower or any other Loan Party against any and all of the obligations of the Borrower Obligations owing to such Lender, such Issuer or such Loan Party Affiliate, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Agent, such Lender or Affiliate such Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Obligations may be denominated in a different currency, contingent or unmatured. Each Lender and each Issuer agrees promptly to notify the Borrower Company and the Agent after any such set-off and application made by such Lender, such Issuer or such Loan Party may be contingent or unmatured or are owed Affiliate; provided, that, the failure to a branch office or Affiliate give such notice shall not affect the validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessset-off and application; provided, further, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 3.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and Agent, the Lenders and the Issuers, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all of the obligations of the Borrower Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, the Canadian Dollar Lender or its Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, the Issuing Lender, the Canadian Dollar Lender or Affiliate the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, the Issuing Lender, the Canadian Dollar Lender or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender and their respective Affiliates under [Second Amendment – SCP Pool Corporation] 109 this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Lender, the Canadian Dollar Lender and the Swingline Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or its Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise Beneficially Owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.14 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, providedGuaranty or any other security, that, the failure right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the 4839-9354-3409 v.6 event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by law (including, without limitation, other rights of set-off), the Lender shall have occurred and be continuingthe right, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the without prior written consent of the Administrative Agent, notice to the fullest Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of any Event of Default, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), and any other credits, indebtedness or claims, in whatever currency) each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time by or owing by such to the Lender or any such Affiliate to or for the credit or the account of the Borrower, or any part thereof in such amounts as the Lender may elect, against and on account of the Loans and other Obligations of the Borrower to the Lender hereunder and claims of every nature and description of the Lender against the Borrower, whether arising hereunder or under any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesDocument, irrespective of whether or not such the Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such unmatured. The aforesaid right of setoffset-off may be exercised by the Lender against the Borrower or against any trustee in bankruptcy, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application debtor in accordance with the provisions of Section 2.12 andpossession, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Administrative Agent and Borrower, or against anyone else claiming through or against the Lenders and (y) Borrower, or any such trustee in bankruptcy, debtor in possession, assignee for the Defaulting Lender shall provide promptly to benefit of creditors, receiver or execution, judgment or attachment creditor, notwithstanding the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoffset-off shall not have been exercised by the Lender prior to the occurrence of any Event of Default. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by the Lender; provided, thathowever, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, and each of their respective Affiliates Affiliates, with the prior written consent of the Administrative Agent, is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender 105 #200345476_v12 or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or its their respective Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender of the Lenders agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event (a) In addition to any rights and remedies of Default Lender provided by law, but subject to Section 12.6(b) Lender shall have occurred and be continuingthe right, without prior notice to any Company Party, any such notice being expressly waived by each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, Company Party to the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, to set set-off and apply against any and all deposits (general Obligations, whether matured or specialunmatured, time of any of the Borrowers to Lender, any amount owing from Lender to any Company Party, at or demand, provisional or final, in whatever currency) at any time held after, the happening of any of the above mentioned events. (b) Nothing in this Section 12.6 shall authorize or permit Lender to, and Lender shall not, set-off against any assets of any Borrower, other obligations (in whatever currency) at than Collections with respect to such Borrower’s Lease Pool and the proceeds thereof, with respect to any time Obligations that are not Recourse Obligations of such Company Party or with respect to any Collateral or proceeds thereof of any Borrower on account of any Recourse Obligations owing by such any other Borrower. (c) This right of set-off may be exercised by Lender or against any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatestrustee in bankruptcy, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provideddebtor in possession, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of any Borrower or against anyone else claiming through or against any Borrower or such trustee in bankruptcy, debtor in possession, assignee for the Administrative Agent and benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoffset-off shall not have been exercised by Lender prior to the occurrence of an Event of Default. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly Designated Representative after any such setoff set-off and applicationapplication made by Lender, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred occur and be continuing, each any Secured Party to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and each any branch, Subsidiary or Affiliate of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining such Secured Party anywhere in the prior written consent of world shall have the Administrative Agent, right (to the fullest extent permitted by applicable lawLaw), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now for its own account (but not including funds held in custodian or hereafter existing under this Agreement trust accounts or any other Loan Document to such Lender or its Affiliates, irrespective of whether or funds not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of otherwise Beneficially Owned by the Borrower or such other Loan Party) with such Secured Party may be contingent or unmatured participant or are owed to a branch office such branch, Subsidiary or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtednessAffiliate; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.13 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Such right shall exist whether or not any Secured Party shall have made any demand under this Section are in addition Agreement or any other Loan Document, whether or not such debt owing to other rights and remedies (including other rights or funds held for the account of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower or such other Loan Party is or are matured or unmatured and regardless of the Administrative Agent promptly after existence or adequacy of any such setoff and applicationCollateral, providedGuaranty or any other security, that, the failure right or remedy available to give such notice shall not affect the validity of such setoff and applicationany Secured Party.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 16 shall have occurred be effective to create a charge or other security interest. This Section 16 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Dealer agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Counterparty’s bankruptcy and would be paid over immediately classified as equity according to generally accepted accounting principles in the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationUnited States.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) ), other than deposits in Blackbaud Payment Services Accounts, at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender or its Affiliatesthe Swingline Lender, irrespective of whether or not such Lender, the Issuing Lender or Affiliate the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender, the Issuing Lender or the Swingline Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 4.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lender, the Swingline Lender and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Lender and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining At the prior written consent option of the Administrative AgentIndemnified Party, such Claim may be satisfied (or partially satisfied) by the Indemnified Party setting off any Claim amount against other amounts owed to the fullest extent permitted Indemnifying Party by applicable law, the Indemnified Party. Prior to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate set-off, the Indemnified Party shall provide the Indemnifying Party with at least 15 days' advance notice of such intention to or for the credit or the account exercise such set-off rights. Such notice shall include a description of the Borrower or any other Loan Claim, including the amount thereof, and the method by which the Indemnified Party against any intends to exercise such set-off rights. If, during such 15-day period, the Indemnifying Party objects to the exercise of such set-off rights, the Indemnifying Party shall notify the Indemnified Party of such objection in writing, and all shall describe the basis for such objection and the amount of the obligations Claim as to which the Indemnifying Party does not believe should be subject to such set-off rights. Upon receipt of such notice of objection, both the Indemnified Party and the Indemnifying Party shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party within such 30-day period, either party may submit the dispute for resolution by arbitration as provided for in Article 9. During the pendency of any dispute under this Section 7.4.(a), the Claim amounts owed to the Indemnifying Party by the Indemnified Party which are the subject of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set disputed set-off shall be paid over immediately withheld from payment until the dispute is finally resolved. If it is finally determined that all or a portion of such withheld amount was not owed to the Administrative Agent for further application in accordance Indemnified Party, the Indemnified Party shall promptly pay the Indemnifying Party such amount not owed, together with the provisions interest from the date that payment should have been made until the date of Section 2.12 and, pending such actual payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly at an annual rate equal to the Administrative Agent a statement describing prime interest rate as set forth in reasonable detail The Wall Street Journal in effect on the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) date that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationpayment should have been made.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 Sections 2.15 and 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective the Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If In addition to any rights and remedies of the Lender provided by law, upon the occurrence of an Event of Default shall have occurred and be continuingthe acceleration of the obligations owing in connection with the Loan Documents, each Lender and each of their respective Affiliates is hereby authorized or at any time upon the occurrence and from time during the continuance of an Event of Default under Sections 8.1(a) or (b) hereof, the Lender shall have the right, without prior notice to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party, any such notice being expressly waived by the Borrower and each other Loan Party to the extent not prohibited by applicable law, to set-off and apply against any and all of the obligations indebtedness, whether matured or unmatured, of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Party, as the case may be, to the Lender any amount owing from the Lender to the Borrower or such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although Party, as the case may be, at, or at any time 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 Lender against the Borrower or such obligations other Loan Party, as the case may be, or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower or such other Loan Party Party, as the case may be contingent be, or unmatured against anyone else claiming through or are owed to a branch office against the Borrower or Affiliate of such Lender different from other Loan Party, as the branch office case may be, or Affiliate holding such deposit or obligated on such indebtedness; providedtrustee in bankruptcy, thatcustodian, debtor in the event that any Defaulting Lender shall exercise any such right of setoffpossession, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoffset-off shall not have been exercised by the Lender prior to the making, filing or issuance, or service upon the Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by the Lender, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Affiliate, as the case may be, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Obligations (other than, with respect to any Guarantor, Excluded Swap Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesGuarantor), irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Any amount (the “Early Termination Amount”) payable to one party (the “Payee’”) by the other party (the “Payer”) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event of Default shall have occurred and be continuingunder Section 5(b)(iii) has occurred, each Lender and each of their respective Affiliates is hereby authorized will, at any time and from time to time, after obtaining the prior written consent option of the Administrative Agent, party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the fullest Defaulting Party or Affected Party), be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable by the Payee to the Payer under any other agreement(s) between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount shall be discharged promptly and in all respects to the extent permitted by applicable lawit is so set-off), X will give notice to set the other party of any set-off effected. under this Section 6(f). (A) If a Defaulting Party has a right to receive payment from X and apply is in default under its obligations to an Affiliate of X, then any and all deposits right of the Affiliate of X to receive payment from the Defaulting Party may be assigned to X (general or special, time or demand, provisional or finalan “Assignment of Rights”), in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or which case the Defaulting Party hereby consents to any such Affiliate to or for the credit or the account assignment of the Borrower benefit of its obligations. X shall give prompt written notice to the Defaulting Party of any Assignments of Rights by the Affiliate of X to X pursuant to this provision. (B) If X has a right to receive payment from the Defaulting Party and the Defaulting Party has funds on deposit with, or any other Loan otherwise in the possession of an Affiliate of X {the “Deposit Funds”), then the Defaulting Party against any and consents to payment over to X. by the Affiliate of X all of such Deposit Funds in an amount not to exceed the payment due from Defaulting Party to X under this Agreement. The payment of Deposit Funds pursuant to this provision shall be immediately paid upon notice by X to the Affiliate of X that a payment is due under this provision and the amount of such payment. X shall give prompt written notice to the Defaulting Party of any payment to X by an Affiliate of X pursuant to this provision. If the Early Termination Amount and/or Other Agreement Amount has been applied under clause (i) above to reduce or eliminate the obligations of the Borrower Defaulting Party to the Affiliate of X, such application shall reduce or such Loan Party now eliminate the Early Termination Amount and/or Other Agreement Amount. If the Deposit Funds have been applied under clause (ii) above to reduce or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such eliminate the obligations of the Borrower Defaulting Party to X, such application shall reduce or such Loan Party eliminate the Early Termination Amount and/or Other Agreement Amount If an obligation is unascertained, X may be contingent or unmatured or are owed in good faith estimate that obligation and set-off in respect of the estimate, subject to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, relevant party accounting to the other when the obligation is ascertained. Nothing in the event that any Defaulting Lender shall exercise any such right of setoff, (xthis Section 6(f) all amounts so set off shall be paid over immediately effective to the Administrative Agent for further application in accordance with the provisions of create a charge or other security interest. This Section 2.12 and, pending such payment, 6(f) shall be segregated by such Defaulting Lender from its other funds without prejudice and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to any right of set-off, combination of accounts, lien or other rights and remedies right to which any party is at any time otherwise entitled (including other rights whether by operation of setoff) that such Lender law, contract or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationotherwise).

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Notwithstanding the foregoing, neither the Lenders, the L/C Issuer nor any of their respective Affiliates shall have any right to set off against money market accounts, custodial accounts or securities investment accounts of the Borrower. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being here by expressly waived, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe Issuing Bank, the Letters of Credit and participations therein, irrespective of whether or not (a) such Lender or Affiliate the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 Sections 2.15 and 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or their respective the Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event In addition to any rights and remedies of Default Administrative Agent and the Lenders provided by this Loan Agreement and by law, Administrative Agent and each Lender shall have occurred and be continuingthe right, each Lender and each of their respective Affiliates is hereby authorized at without prior notice to Borrower or the applicable Loan Party, any time and from time to time, after obtaining the prior written consent of the Administrative Agent, such notice being expressly waived by Borrower to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Loan Party hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Administrative Agent or any Lender or any such Affiliate thereof to or for the credit or the account of the Borrower such Loan Party. Administrative Agent or any other Loan Party against Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by Administrative Agent or its Affiliates to Borrower against all of the Borrower’s obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Administrative Agent or its Affiliates, irrespective whether under this Loan Agreement or under any other agreement between the parties or between Borrower and any affiliate of Administrative Agent, or otherwise, whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower are then due, without prejudice to Administrative Agent’s or such Loan Party may be contingent Lender’s or unmatured or are owed its Affiliate’s right to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that recover any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the deficiency. Administrative Agent and the Lenders and (y) the Defaulting each Lender shall provide agrees promptly to the notify Borrower and Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by Administrative Agent or such Lender, provided, that, as applicable; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Credit Party against any and all of the obligations of the such Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender Lender, such Issuing Bank or its their respective Affiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or Affiliate of such Lender or such Issuing Bank different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender of the Lenders and the Issuing Xxxxx agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If In addition to any rights and remedies of the Lenders, the Swingline Lender, the Issuing Banks or each of their respective Affiliates provided by law, if an Event of Default shall have occurred and be continuing, each Lender Lender, the Swingline Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at shall have the right, without prior notice to any time Borrower or any other Loan Party, any such notice being expressly waived by each Borrower and from time to time, after obtaining the prior written consent of the Administrative Agent, each Loan Party to the fullest extent permitted by applicable lawApplicable Law, upon any Secured Obligation becoming due and payable by any Borrower or any other Loan Party (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any such Affiliate branch or agency thereof to or for the credit or the account of the each Borrower or any other Loan Party against Party, as the case may be. Each Lender, the Swingline Lender, and Issuing Bank agrees promptly to notify Borrowers and Administrative Agent after any such setoff and all of application made by such Lender, provided that the obligations of failure to give such notice shall not affect the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate validity of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in setoff and application. In the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 Sections 4.3 and 5.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative AgentRequired Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.the

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 4.3 is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or participant to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations Obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, Affiliate or its Affiliatesparticipant, irrespective of whether or not such Lender Lender, Affiliate or Affiliate participant shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates and participants may have. Each Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided, that, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.; and

Set-Off. a. Borrower and any Guarantor hereby grant to Lender a lien, security interest and a right of setoff as security for all liabilities and obligations to Lender, including, but not limited to, the Obligations, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Lender or any entity under the control of Lender, or in transit to any of them. At any time, without demand or notice, Lender may set off the same or any part thereof and apply the same to any liability or obligation of Borrower and any Guarantor even though unmatured and regardless of the adequacy of any other collateral securing the Loan b. If an Event any bank account of Default Borrower or Guarantor with Lender, any other subsidiary or Affiliate of Lender or any participant is attached or otherwise liened or levied upon by any third party, Lender (and such participant) shall have occurred and be continuingdeemed to have, each without notice to Borrower or Guarantor, the immediate right of set off and may apply the funds or amount thus set off against any of Borrower's Obligations hereunder. c. Any and all rights to require Lender to exercise its rights or remedies with respect to any other Collateral which secures the Obligations, prior to exercising its right of setoff with respect to such deposits, credits or other property of Borrower or any Guarantor, are hereby knowingly, voluntarily and each of their respective Affiliates irrevocably waived. Lender is hereby authorized at not required to marshal any time present or future security for, or guarantees of, the obligations or to resort to any such security or guarantee in any particular order and from time to time, after obtaining the prior written consent of the Administrative AgentBorrower and any Guarantor waive, to the fullest extent permitted by applicable lawthat it lawfully can, (a) any right they might have to set off require Lender to pursue any particular remedy before proceeding against them and apply (b) any and all deposits (general right to the benefit of, or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for direct the credit or the account application of the Borrower or proceeds of any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail Collateral until the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are paid in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationfull.

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default shall have occurred and be continuingduring the continuance thereof, each Lender and each of the Credit Lenders, the Mortgage Lenders, the Lessor, their respective Affiliates is and any assignee or participant of a Credit Lender, a Mortgage Lender or the Lessor in accordance with the applicable provisions of the Operative Agreements are hereby authorized by the Credit Parties at any time and or from time to time, after obtaining without notice to the prior written consent of the Administrative AgentCredit Parties or to any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by applicable law, to set set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional including without limitation indebtedness evidenced by certificates of deposit, whether matured or final, in whatever currencyunmatured) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such the Credit Lenders, the Mortgage Lenders, the Lessor, their respective Affiliates or any assignee or participant of a Credit Lender, a Mortgage Lender or any such Affiliate the Lessor in accordance with the applicable provisions of the Operative Agreements to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all on account of the obligations of any Credit Party under the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, Operative Agreements irrespective of whether or not such Lender (a) the Credit Lenders, the Mortgage Lenders, or Affiliate the Lessor shall have made any demand under this any Operative Agreement or (b) the Agent shall have declared any other Loan Document or all of the obligations of any Credit Party under the Operative Agreements to be due and payable and although such obligations of the Borrower or such Loan Party may shall be contingent or unmatured unmatured. Notwithstanding the foregoing, neither the Agent nor any other Financing Party shall exercise, or are owed attempt to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedexercise, that, in the event that any Defaulting Lender shall exercise any such right of setoff, banker’s lien, or the like, against any deposit account or property of any Credit Party held by the Agent or any other Financing Party, without the prior written consent of the Agent (x) all amounts so set off shall be paid over immediately to acting upon the Administrative Agent for further application direction of the Secured Parties in accordance with the provisions Intercreditor Agreement), and any Financing Party violating this provision shall indemnify the Agent and the other Financing Parties from any and all costs, expenses, liabilities and damages resulting therefrom. The contractual restriction on the exercise of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held setoff rights provided in trust the foregoing sentence is solely for the benefit of the Administrative Agent and the Lenders Financing Parties and (y) may not be enforced by the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationLessee.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.. Table of Contents

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, but excluding any Plan accounts and assets and any other account for which set off would be prohibited by Law or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its Affiliates is hereby are authorized at any time and from time to time, after obtaining without prior notice to the prior written consent Borrower or any other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of the Administrative Agent, each Credit Party) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Credit Parties against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or such Loan Party under any other Credit Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed to denominated in a branch office or Affiliate of such Lender currency different from that of the branch office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided, that, that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining without prior notice to the prior written consent of Borrower, any such notice being waived by the Administrative AgentBorrower, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff on any amounts due on Obligations hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If 12.1 In the event that the Borrower fails to perform its obligations under this Agreement, the Security Documents or any other relevant agreement in connection with the Facility, the Banks and the Agent, in addition to exercising the various rights of claim under this agreement, shall also be entitled to (but are not obliged to) directly offset any monies in accounts (irrespective of whether of the same currency) held by the Borrower at the said Banks or the Agent (including their headquarters and all branches), and all claims of the Borrower against the Banks and the Agent, against the liabilities payable by the Borrower to the Banks and/or the Agent under this Agreement (the Borrower further agrees that such accounts or other claims shall be deemed to mature automatically upon such time that the right of offset is exercised by the relevant Bank or the Agent), and shall notify the Borrower of the same. Where an Event account held by the Borrower is a term deposit account, the relevant Bank or the Agent may directly terminate the term deposit account agreement prematurely and offset monies in the said account against the liabilities under this Agreement, notwithstanding that the deposit term has not expired; where an account is a check account, the Borrower agrees that an announcement by the Banks that all of Default the liabilities under the Facility are immediately due and repayable shall have occurred be a condition for termination of the check account agreement , and upon constitution of the said condition for termination, the aforementioned check account agreement shall cease to be continuingeffective, each Lender and the Bank or the Agent may directly exercise its right of offset and notify the Borrower of the same after exercising the right of offset. To the maximum degree permissible by law, an intention to exercise the right of offset by the relevant Bank or the Agent and the actual exercise of the right shall be deemed to take effect at the time that the offset is made in the books. Where the 12.2 In order to maintain the proportional repayments received by each of their respective Affiliates is hereby authorized at the Banks, where any time and from time to time, after obtaining the prior written consent payments received by a Bank in respect of the Administrative AgentFacility (whether as a result of voluntary or involuntary offset by the Borrower or the Guarantor, or in any other way) exceeds the proportional repayment due to the Bank in accordance with this Agreement, the benefiting Bank shall immediately accept the assignment by the other Banks a right of claim equivalent to the amount of the excess repayment, to the fullest extent permitted deemed necessary by applicable law, so that such Bank may share with the other Banks the proceeds of the additional repayment. However, where the benefiting Bank that received assignment of the right of claim is subsequently required to set off refund all or part of the additional repayment, the aforementioned assignment of right of claim shall be rescinded immediately, and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or the consideration paid for the credit or assignment of right of claim shall also be refunded without interest; provided that the account aforementioned assignment of rights of claim between the Banks shall not affect the joint claim of the Banks against the Borrower. The Borrower or and the Guarantor agree that any other Loan Party against any and Bank may exercise all rights (including the right of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, thatoffset), in the event that any Defaulting Lender shall exercise any such same manner as for other ordinary rights of claim, in respect of a right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application claim purchased from another Bank in accordance with the provisions of Section 2.12 andthis Agreement. 12.3 Where any other creditor of the Borrower or Guarantor compulsorily executes against any account of the Borrower or Guarantor at a Bank or the Agent, pending and the executing court issues an attachment order, collection order, or transfer or payment transfer order to the Bank or the Agent in respect of such paymentaccount, the said Bank or the Agent is entitled to declare that the amount of the outstanding liabilities under this Agreement that is equivalent to the amount of the monies deposited by the Borrower at the said Bank or the Agent as stated on the aforementioned execution order as being subject to execution, shall be segregated by automatically fall due immediately and prematurely, and the Bank or the Agent shall exercise the right of offset against such Defaulting Lender from its other funds account immediately. 12.4 Each and deemed held in trust for every Bank understands that: Notwithstanding the benefit claim of each of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify Banks against the Borrower and the Administrative Agent promptly after any such setoff Guarantor under this Agreement is a joint claim, each Bank shall nonetheless be repaid and applicationshare the benefit of guarantees in accordance with their proportional share of the Facility risk, provided, that, and all losses and risks relating to this Facility shall also be apportioned between and borne by the failure to give such notice shall not affect Banks in accordance with their proportional share of the validity Facility risk as between each of such setoff and applicationthe Banks.

Set-Off. If (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any consenting Affiliate of Y) hereunder against any obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. Y will give notice to the other party of any set-off effected under this Section 14. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 14 shall have occurred be effective to create a charge or other security interest. This Section 14 shall be without prejudice and be continuingin addition to any right of set-off, each Lender and each combination of their respective Affiliates accounts, lien or other right to which any party is hereby authorized at any time and from time to timeotherwise entitled (whether by operation of law, after obtaining the prior written consent of the Administrative Agent, contract or otherwise). (b) Notwithstanding anything to the fullest extent permitted by applicable lawcontrary in the foregoing, Dealer agrees not to set off and apply or net amounts due from Counterparty with respect to any and all deposits (general Transaction against amounts due from Dealer to Counterparty with respect to contracts or specialinstruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account ability to assert claims, that are senior to the rights and claims of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, common stockholders in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationCounterparty’s bankruptcy.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining At the prior written consent option of the Administrative AgentIndemnified Party, such Claim may be satisfied (or partially satisfied) by the Indemnified Party setting off any Claim amount against other amounts owed to the fullest extent permitted Indemnifying Party by applicable lawthe Indemnified Party, including, without limitation, the portion of the Fixed Purchase Price paid on the first anniversary of the Closing Date and/or any Additional Payment pursuant to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or Section 3.4. Prior to any such Affiliate set- off, the Indemnified Party shall provide the Indemnifying Party with at least 10 days advance notice of such intention to or for the credit or the account exercise such set-off rights. Such notice shall include a description of the Borrower or any other Loan Claim, including the amount thereof, and the method by which the Indemnified Party against any intends to exercise such set-off rights. If, during such 10-day period, the Indemnifying Party objects to the exercise of such set-off rights, the Indemnifying Party shall notify the Indemnified Party of such objection in writing, and all shall describe the basis for such objection and the amount of the obligations Claim as to which the Indemnifying Party does not believe should be subject to such set-off rights. Upon receipt of such notice of objection, both the Indemnified Party and the Indemnifying Party shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party within such 30-day period, either party may submit the dispute for resolution by arbitration as provided for in Article 11. During the pendency of any dispute under this Section 9.4.(a), the Claim amounts owed to the Indemnifying Party by the Indemnified Party which are the subject of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set disputed set-off shall be paid over immediately withheld from payment until the dispute is finally resolved. If it is finally determined that all or a portion of such withheld amount was not owed to the Administrative Agent for further application in accordance Indemnified Party, the Indemnified Party shall promptly pay the Indemnifying Party such amount not owed, together with the provisions interest from the date that payment should have been made until the date of Section 2.12 and, pending such actual payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly at an annual rate equal to the Administrative Agent a statement describing prime interest rate as set forth in reasonable detail The Wall Street Journal in effect on the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) date that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationpayment should have been made.

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesthe L/C Issuer, irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. If (a) After an Event of Default shall have has occurred and be for so long as it is continuing, each Lender and each of their respective Affiliates Senior Finance Party is hereby authorized authorised at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, time (without notice to the fullest extent permitted by applicable law, relevant Obligor) to set set-off and or otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencyirrespective of the terms applicable to such deposits) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate Senior Finance Party to or for the credit or the account of the Borrower or any other Loan Party against Obligor (in any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of case whether or not such Lender then matured or Affiliate shall have made due) against any demand under this Agreement or any other Loan Document and although such obligations indebtedness of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately relevant Obligor to the Administrative Agent for further application in accordance with relevant Senior Finance Party under the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds Senior Finance Documents which is due and deemed held in trust for the benefit of the Administrative Agent and the Lenders and unpaid. (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates Senior Finance Party under this Section Clause are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that such Lender or their respective Affiliates Senior Finance Party may have. (c) This Clause 21.3 (Set-Off) shall be without prejudice to any rights of set-off which may be agreed between the Obligors and any Ancillary Bank under the Ancillary Documents and any rights of set-off or netting arrangements contained in any Hedging Agreements. (d) A Senior Finance Party may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Senior Finance Party is authorised to effect any necessary conversions at a market rate of exchange selected by it. Each Lender agrees Provided that following service of notice under Clause 17.2 (Cancellation and Repayment) any amount remaining after payments of the amounts referred to notify in paragraphs (a) and (b) above shall be applied in payment to the Borrower Facility Agent (for itself and the Administrative Agent promptly after Banks (other than the Hedging Banks)) and the Hedging Banks for application towards unpaid and outstanding indebtedness due to them pro rata to the outstanding amount of indebtedness due to each such Senior Finance Party provided that no Hedging Bank shall be entitled to any such setoff and application, provided, that, portion of any relevant amount to the failure to give such notice shall not affect extent that it has already received the validity portion of such setoff and applicationthat amount under the Intercreditor Agreement.

Set-Off. If In addition to any rights and remedies of the Lender provided by law, upon the occurrence of an Event of Default shall have occurred and be continuingthe acceleration of the obligations owing in connection with the Loan Documents, each Lender and each of their respective Affiliates is hereby authorized or at any time upon the occurrence and from time during the continuance of an Event of Default under Sections 8.1(a) or (b), the Lender shall have the right, without prior notice to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party, any such notice being expressly waived by the Borrower and each other Loan Party to the extent not prohibited by applicable law, to set-off and apply against any and all of the obligations indebtedness, whether matured or unmatured, of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document Party, as the case may be, to the Lender any amount owing from the Lender to the Borrower or such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although Party, as the case may be, at, or at any time 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 Lender against the Borrower or such obligations other Loan Party, as the case may be, or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower or such other Loan Party Party, as the case may be contingent be, or unmatured against anyone else claiming through or are owed to a branch office against the Borrower or Affiliate of such Lender different from other Loan Party, as the branch office case may be, or Affiliate holding such deposit or obligated on such indebtedness; providedtrustee in bankruptcy, thatcustodian, debtor in the event that any Defaulting Lender shall exercise any such right of setoffpossession, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoffset-off shall not have been exercised by the Lender prior to the making, filing or issuance, or service upon the Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by the Lender, provided, that, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Set-Off. If an In addition to any rights and remedies of the Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates Secured Party is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Guarantor, any such notice being waived by the Guarantor to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever any currency) ), other than deposits in fiduciary accounts as to which a Guarantor is acting as fiduciary for another Person who is not a Guarantor, at any time held by, and other obligations Indebtedness (in whatever any currency) at any time owing by by, such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party respective Guarantors against any and all of the obligations of the Borrower Primary Obligations owing to such Secured Party hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliatesexisting, irrespective of whether or not such Lender Agent or Affiliate such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Primary Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office or Affiliate of such Lender Secured Party different from the branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, that, provided that in the event that any Secured Party that is a Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 2.17 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and other Secured Parties, (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Primary Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the applicable Guarantor and the Administrative Agent after any such set-off and application made by such Secured Party, and (z) to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates 84028927_4 Secured Party under this Section 5.6 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any and such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and applicationSecured Party may have.