Common use of Setoff Clause in Contracts

Setoff. Regardless of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless of the adequacy of any collateralCollateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrower or the Guarantors any Credit Party and any securities or other property of the Borrower or the Guarantors such parties in the possession of such Lender or any Affiliate may, without notice to the Borrower or any Guarantor Credit Party (any such notice being expressly waived by the Borrower and each Guarantorwaived) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such LenderCredit Parties. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a GuarantorCredit Party, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by Law, upon the occurrence and during the continuance of any Event of Default under §12.1(a) or §12.1(b)Default, including in connection with any acceleration after obtaining the prior written consent of the ObligationsAdministrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other Indebtedness at any time owing by, maturity, such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off respective Loan Parties against the payment of Obligations and any and all Obligations owing to such Lender hereunder or under any other liabilities, direct, or indirect, absolute or contingent, due or to become dueLoan Document, now existing or hereafter arisingexisting, irrespective of the Borrower whether or the Guarantors to not such Lender. Each of the Lenders agrees with each other Lender that if Agent or such Lender shall receive have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from the Borrower or a Guarantor, whether by voluntary payment, exercise that of the right of setoff, applicable deposit or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementIndebtedness; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (by) such 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. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided 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 under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligationsoccurs, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to or for the Borrower credit or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part hereof, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementthen be due; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ai) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Agent, the L/C Issuer and the other Lenders, and (bii) such the Defaulting Lender shall provide promptly to the 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 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, L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the 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.

Setoff. Regardless Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the adequacy aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including other Lender in connection with any acceleration respect of the Obligationsaggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, any deposits (general or specificthe Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, time or demandand such other adjustments shall be made, provisional or final, regardless as may be required so that all such payments of currency, maturity, or principal and interest with respect to the branch where such deposits are held) or other sums credited Loans and Letter of Credit Liabilities held by or due from the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors amount subject to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion indebtedness of the payments received by all of Borrower other than its indebtedness under the Lenders with respect Agreement. The Borrower agrees, to the Notes held by all fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the Lendersforegoing arrangements, such Lender will make such disposition may exercise rights of set-off or counterclaim and arrangements with the other Lenders rights with respect to such excess, either by way participation as fully as if such holder of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect a participation were a direct creditor of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part Borrower in the amount of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffparticipation.

Setoff. Regardless In addition to any rights and remedies of the adequacy of Banks provided by law, if the any collateralBorrower becomes insolvent, during the continuance of however evidenced, or any Event of Default under §12.1(a) or §12.1(b)occurs and is continuing, including in connection with each Bank is authorized at any acceleration of the Obligationstime and from time to time, without prior notice to such Borrower, any such notice being waived by such Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other indebtedness at any time owing by, maturity, such Bank to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Borrowers against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or Obligations owing to become duesuch Bank, now existing or hereafter arisingexisting, irrespective of whether or not the Borrower Administrative Agent or the Guarantors to such Lender. Each of the Lenders agrees with each Bank shall have made demand under this Agreement or any other Lender that if Loan Document and although such Lender shall receive from the Borrower Obligations may be contingent or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured; provided that if all or any part of such excess payment is thereafter recovered from such Lenderthat, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.8 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 LendersBanks, and (b) such 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. Each Bank agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless To the extent permitted by applicable law, regardless of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender of the Banks or any of their respective Affiliates to the any Borrower or the Guarantors and any securities or other property of the any Borrower or the Guarantors in the possession of such Lender mayBank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, without notice to the Borrower as amended (or any Guarantor successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any such notice being expressly waived by the Borrower and each Guarantorsuccessor provision)) but with the prior written approval of the Agent, may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the such Borrower or the Guarantors to such LenderBank; provided, that in the event that any Defaulting 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 2.13 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each of the Lenders Banks agrees with each other Lender Bank that if such Lender Bank shall receive from the Borrower or a Guarantorany Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes Obligations held by such Lender (but excluding the Swing Loan Note) Bank, any amount in excess of its ratable portion of the payments received by all of the Lenders Banks with respect to the Notes Obligations held by all of the LendersBanks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes Obligations held by it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of any collateralLenders under Applicable Law, during from and after the continuance of any Event of Default under §12.1(a) or §12.1(bdate that the Obligations have been accelerated pursuant to Section 8.1.1 (and for so long as such acceleration has not been rescinded by the Required Lenders), including in connection with any acceleration of the Obligations, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to or for the Borrower credit or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementLender; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement Section 2.24 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 Agent and the Lenders, and (by) such the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower and the 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.

Setoff. Regardless of the adequacy of any collateral, during During the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrower or the Guarantors Borrowers and any securities or other property of the Borrower or the Guarantors Borrowers in the possession of such Lender or any Affiliate may, without notice to the any Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each GuarantorBorrowers) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors Borrowers to such Lender. Each of the Lenders Lender agrees with each other Lender that if such Lender shall receive from the Borrower or a GuarantorBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff§14 AGENT.

Setoff. Regardless The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ay) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.18 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 (bz) such 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.

Setoff. Regardless of the adequacy of any collateralCollateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrower or the Guarantors Borrowers and any securities or other property of the Borrower or the Guarantors Borrowers in the possession of such Lender or any Affiliate may, without notice to the any Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each GuarantorBorrowers) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a GuarantorBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable law, Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsRequired Banks exercised in their sole discretion, any deposits to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Notes, or any other Loan Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements under the other Loan Documents shall be rescinded and the amount restored made without setoff or counterclaim. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Agent Fronting Banks and the Lenders, Banks and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuer, and the Lenders, and (by) such 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.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if any collateralBorrower becomes insolvent, during the continuance of however evidenced, or any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsSection 7.2 occurs and is continuing, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to or for the Borrower credit or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession account of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part thereof, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementthen be due; provided that if all this Section 12.1 shall not apply to amounts attributable or in any way related to the clearing and settlement of Visa card products or travelers checks or any part of such excess payment is thereafter recovered from such Lenderother transaction for which any Borrower performs clearing or settlement services; and provided further, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.29 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 (b) such 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. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless Borrower agrees that, in addition to (and without limitation of) any right of the adequacy of any collateralsetoff, during the continuance of any Event of Default under §12.1(a) bankers’ lien or §12.1(b)counterclaim a Bank may otherwise have, including in connection with any acceleration of the Obligationseach Bank shall be entitled, any deposits at its option, to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Note(s), or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all or any part of such excess payment is thereafter recovered from Bank’s failure to give such Lendernotice shall not affect the validity thereof, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recoveryprovided further, but without interest. In that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 LendersBanks, and (by) such 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. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any If an Event of Default under §12.1(a) or §12.1(b)shall have occurred and be continuing, including in connection with each Lender and each of its Affiliates is hereby authorized at any acceleration of time and from time to time, to the Obligationsfullest extent permitted by applicable law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency, maturity, ) 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 branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (against any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes Obligations held by such Lender (but excluding the Swing Loan Note) or any amount in excess of its ratable portion Affiliates which are then due and payable, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Guarantee and although any of the payments received by all Obligations is owed to a branch, office or Affiliate of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementLender; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement terms hereof 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 (b) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Article XI are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Guarantor and the Administrative Agent after any such setoff and application by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Regardless Without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, Borrower authorizes each Lender to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in all events excluding amounts held in Customer Deposit Accounts) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuer, and the Lenders, and (b) such 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.

Setoff. Regardless In addition to any rights and remedies of the adequacy of Banks provided by law, if the Borrower becomes insolvent, however evidenced, or any collateralDefault occurs and is continuing, during each Bank is authorized at any time and from time to time, without prior notice to the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsBorrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other indebtedness at any time owing by, maturity, such Bank to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or Obligations owing to become duesuch Bank, now existing or hereafter arisingexisting, irrespective of whether or not the Borrower Administrative Agent or the Guarantors to such Lender. Each of the Lenders agrees with each Bank shall have made demand under this Agreement or any other Lender that if Loan Document and although such Lender shall receive from the Borrower Obligations may be contingent or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured; provided that if all or any part of such excess payment is thereafter recovered from such Lenderthat, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.8 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 LendersBanks, and (b) such 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. Each Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Bank; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless In addition to, and without limitation of, any rights of the Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs and is continuing, the Borrower authorizes each Lender and each of their respective Affiliates, with the prior written consent of the Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any of its Affiliates (“Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, are 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, and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.23(d) 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 (b) such 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.

Setoff. Regardless of the adequacy of any collateral, during During the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or any Affiliate thereof to the Borrower or the Guarantors Borrowers and any securities or other property of the Borrower or the Guarantors Borrowers in the possession of such Lender or any Affiliate may, without notice to the any Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each GuarantorBorrowers) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a GuarantorBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any collateralDefault occurs, during after obtaining the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsAdministrative Agent, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless of currency, maturity, final and whether or the branch where such deposits are heldnot collected or available) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities other Indebtedness at any time held or other property owing by any Lender, any Issuer, the Swing Line Lender or any such Affiliate to or for the credit or account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note Obligations owing to such Lender, the Issuer or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of Line Lender whether or not the payments received by all of the Lenders with respect to the Notes held by all of the LendersObligations, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lenderhereof, such disposition and arrangements shall then be rescinded and the amount restored to the extent of such recoverydue; provided, but without interest. In that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.23 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 (by) such 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. Each Lender, each Issuer and the Swing Line Lender agree 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.

Setoff. Regardless If an Event of Default shall have occurred and be continuing, the Borrower authorizes each Lender to setoff and apply any and all deposits (general or special, time or demand, in whatever currency denominated, including all account balances, whether provisional or final and whether or not collected or available, but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where Lenders; provided, that (a) promptly after any such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors setoff and any securities or other property of the Borrower or the Guarantors in the possession of application such Lender may, without shall give notice to the Borrower or (provided further that any Guarantor (any failure to give such notice being expressly waived by shall not affect the Borrower validity of such setoff and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwiseapplication under this Section), and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Noteb) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 and the Lenders, and (by) such 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.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if any collateralBorrower becomes insolvent, during the continuance of however evidenced, or any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsSection 7.2 occurs and is continuing, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to or for the Borrower credit or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession account of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part thereof, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementthen be due; provided that if all this Section 12.1 shall not apply to amounts attributable or in any way related to the clearing and settlement of Visa card products or travelers checks or any part of such excess payment is thereafter recovered from such Lenderother transaction for which any Borrower performs clearing or settlement services; and provided further, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.28 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 (b) such 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. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless of the adequacy of At any collateral, time during the continuance of any an Event of Default under §12.1(a) or §12.1(b)Default, including in connection with the Administrative Agent, Lenders, and any acceleration of their Affiliates are authorized, to the Obligationsfullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency, maturity, or the branch where such deposits are held) or at any time held and other sums credited by or due from obligations (in whatever currency) at any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived time owing by the Borrower and each Guarantor) but with the prior written approval of the Administrative Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make or such disposition Affiliate to or for the credit or the account of an Obligor against any Obligations, irrespective of whether or not the Administrative Agent, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and arrangements with the other Lenders with respect although such Obligations may be contingent or unmatured or are owed to such excess, either by way of distribution, pro tanto assignment of claims, subrogation a branch or otherwise as shall result in each Lender receiving in respect office of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderAdministrative Agent, such disposition and arrangements shall be rescinded and Lender or such Affiliate different from the amount restored to the extent of branch or office holding such recoverydeposit or obligated on such indebtedness, but without interest. In provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 4.2.1(b) 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 Agent Administrative Agent, and the Lenders, and (by) such 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 the Administrative Agent, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have. NOTWITHSTANDING THE FOREGOING, NO LENDER AND NO PARTICIPANT SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY OBLIGOR HELD OR MAINTAINED BY SUCH PERSON WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Setoff. Regardless Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable law, Bxxxxxxx agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsRequired Banks exercised in their sole discretion, any deposits to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Notes, or any other Loan Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements under the other Loan Documents shall be rescinded and the amount restored made without setoff or counterclaim. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 12.20 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, Banks and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless of the adequacy of any collateralCollateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from Agent or any Lender of Lenders to any of the Borrower or the Guarantors Loan Parties and any securities or other property of the Borrower or the Guarantors Loan Parties in the possession of such Lender may, without notice to the Borrower Agent or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, Lender may be applied to or set off setoff against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors Loan Parties, to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement §14.5 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 Agent and the Lenders, and (by) such the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify Borrower and 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.

Setoff. Regardless The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Event of Default occurs and is continuing, Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuer, and the Lenders, and (by) such 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.

Setoff. Regardless Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable Law, Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsRequired Banks exercised in their sole discretion, any deposits to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Note, or any other Loan Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements under the other Loan Documents shall be rescinded and the amount restored made without setoff or counterclaim. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 12.19 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 Agent Administrative Agent, the Fronting Banks and the Lenders, Banks and (by) 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.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any If an Event of Default under §12.1(a) or §12.1(b)shall have occurred and be continuing, including in connection with each Lender is hereby authorized at any acceleration time and from time to time, after obtaining the prior written consent of the ObligationsAdministrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency, maturity, ) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from account of any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Loan Party against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower obligations of such Loan Party then due and payable under this Agreement or the Guarantors any other Loan Document to such Lender. Each , irrespective of the Lenders agrees with each other Lender that if whether or not such Lender shall receive from the Borrower have made any demand under this Agreement or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing any other Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementDocument; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent Administrative Agent, and the Lenders, and (by) such 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 under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender 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.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any If (a) an Event of Default under §12.1(ashall have occurred and be continuing and (b) or §12.1(b), including in connection with any acceleration the principal of the ObligationsLoans has been accelerated, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) at any time held and other obligations at any time owing by such Lender to or for the credit or the branch where account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such deposits are held) Lender, irrespective of whether or other sums credited by or due from not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower or a statement describing in reasonable detail the Guarantors source and amount of any securities deposits or other property of the Borrower or the Guarantors in the possession of obligations owing by such Lender may, without notice to and the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors owing to such Lender. Each of the Lenders agrees with each other Lender that if as to which it exercised such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff; and provided, or otherwisefurther, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount that in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement 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 Agent Administrative Agent, the Issuing Bank, and the Lenders, and (by) such 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 under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Setoff. Regardless In addition to any rights and remedies of the adequacy Lenders provided by law, each Lender shall have the right, but only with the prior consent of any collateralAgent, during the continuance of any Event of Default under §12.1(a) which consent may be granted or §12.1(b)withheld by Agent in its sole and absolute discretion, including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, but without prior notice to the Borrower or any Guarantor (Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of a Default or Event of Default, to set-off and apply against any indebtedness, whether matured or unmatured, of Borrower and each Guarantor) but with to such Lender, any amount owing from such Lender to Borrower, at or at any time after, the prior written approval happening of any of the Agentabove mentioned events, be applied and as security for such indebtedness, Borrower hereby grants to or set off against the payment of Obligations and each Lender a continuing security interest in any and all other liabilitiesdeposits, direct, accounts or indirect, absolute moneys of Borrower then or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to thereafter maintained with such Lender, subject in each case to Section 2.10(b) hereof. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the The aforesaid right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held set-off may be exercised by such Lender (but excluding the Swing Loan Note) against Borrower or against any amount trustee in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lendersbankruptcy, such Lender will make such disposition and arrangements with the other Lenders with respect to such excessdebtor in possession, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement 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 Borrower or against anyone else claiming through or against Borrower or such trustee in bankruptcy, debtor in possession, assignee for the Agent and benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoff.set-off shall not have been exercised by such Lender prior to the occurrence of a Default or

Setoff. Regardless To the extent permitted by applicable law, regardless of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender of the Banks or any of their respective Affiliates to the any Borrower or the Guarantors and any securities or other property of the any Borrower or the Guarantors in the possession of such Lender mayBank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, without notice to the Borrower as amended (or any Guarantor successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such other designation as may be specified under such rule or any such notice being expressly waived by the Borrower and each Guarantorsuccessor provision)) but with the prior written approval of the Agent, may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the such Borrower or the Guarantors to such LenderBank; provided, that in the event that any Defaulting 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 2.13 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each of the Lenders Banks agrees with each other Lender Bank that if such Lender Bank shall receive from the Borrower or a Guarantorany Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes Obligations held by such Lender (but excluding the Swing Loan Note) Bank, any amount in excess of its ratable portion of the payments received by all of the Lenders Banks with respect to the Notes Obligations held by all of the LendersBanks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes Obligations held by it it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderBank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.61 AMERICAS/2023306744.4

Setoff. Regardless The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs and is continuing, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuer, and the Lenders, and (by) such 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.

Setoff. Regardless The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the adequacy of Company agrees that at any collateral, during the continuance of time any Event of Default under §12.1(a) or §12.1(b)exists, including in connection with any acceleration of the ObligationsAdministrative Agent, each Lender and, to the extent permitted by applicable law, any deposits (general or specificAffiliate thereof, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and may apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion obligations of the payments received by Borrowers hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of the Lenders Borrowers then or thereafter with respect to the Notes held by all of the LendersAdministrative Agent, such Lender will make or such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementAffiliate; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoffset-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, each Issuing Lender and the Lenders, and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender obligations of the Borrowers as to which it exercised such right of setoffset-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the adequacy of Administrative Agent or any collateralLender, during the continuance of and each Participant, at any time while an Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender mayexists, without notice to the Borrower or to any Guarantor (other Person, any such notice being hereby expressly waived by waived, but in the Borrower and each Guarantor) but with case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written approval consent of the AgentRequisite Lenders exercised in their sole discretion, be applied to or set off against the payment of Obligations and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured)(other than deposits of an unaffiliated third party) and any other liabilitiesindebtedness at any time held or owing by the Administrative Agent, directsuch Lender, any Affiliate of the Administrative Agent or such Lender, or indirectsuch Participant, absolute to or contingent, due for the credit or to become due, now existing or hereafter arising, the account of the Borrower or the Guarantors to such Lender. Each against and on account of any of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower Obligations, irrespective of whether or a Guarantor, whether by voluntary payment, exercise of the right of setoff, not any or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2, and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the Notes held by all of the Lenderscontrary in this Section, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 3.9 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 (by) 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.

Setoff. Regardless of the adequacy of any collateralSubject to Section 10.19, during the continuance of any if an Event of Default under §12.1(a) or §12.1(bshall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent (as directed by the Required Lenders), including in connection with to the fullest extent permitted by applicable law, to set off and apply any acceleration of the Obligations, any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency, maturity, ) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from account of any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Loan Party against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower obligations of such Loan Party then due and payable under this Agreement or the Guarantors any other Loan Document to such Lender. Each , irrespective of the Lenders agrees with each other Lender that if whether or not such Lender shall receive from the Borrower have made any demand under this Agreement or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing any other Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementDocument; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent Administrative Agent, and the LendersSecured Parties, and (by) such 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 under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the Borrower and the Administrative Agent in writing 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.

Setoff. Regardless The Company agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the adequacy of Company agrees that at any collateral, during the continuance of time any Event of Default under §12.1(a) or §12.1(b)exists, including in connection with any acceleration of the ObligationsAdministrative Agent, each Lender and, to the extent permitted by applicable law, any deposits (general or specificAffiliate thereof, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and may apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion obligations of the payments received by Company hereunder, whether or not then due, any and all balances, credits, deposits (excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party), accounts or moneys of the Lenders Company then or thereafter with respect to the Notes held by all of the LendersAdministrative Agent, such Lender will make or such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementAffiliate; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoffset-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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, and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender obligations of the Company as to which it exercised such right of setoffset-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless of Each Lender, Swingline Bank and LC Issuing Bank may at any time upon or after the adequacy of any collateral, occurrence and during the continuance of any an Event of Default under §12.1(a) or §12.1(b)Default, including in connection with any acceleration and without notice to the Borrower, set-off against the Obligations of the Obligations, Borrower under this Agreement the whole or any portion or portions of any or all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or and other sums credited by or due from any Lender such Lender, Swingline Bank or LC Issuing Bank to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice subject to the Borrower or any Guarantor (any such notice being expressly waived withdrawal by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a GuarantorBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note not any other Person or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementPersons could also withdraw money therefrom; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.24 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 Agent Administrative Agent, the LC Issuing Banks, the Swingline Banks and the Lenders, and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender pursuant to this Agreement as to which it exercised such right of setoff. The rights of each Lender, Swingline Bank and LC Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or LC Issuing Bank may have in law or in equity. Each Lender, Swingline Bank and LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligationsoccurs, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless of currency, maturity, final and whether or the branch where such deposits are heldnot collected or available) and any other indebtedness at any time held or other sums credited owing by or due from any Lender to or for the Borrower credit or the Guarantors account of Whirlpool may be offset and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess Obligations of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Whirlpool owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part thereof, subrogation shall then be due, matured or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured, contingent or non-contingent; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement 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 (by) such 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 under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify Whirlpool 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.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by Law, upon the occurrence and during the continuance of any Event of Default under §12.1(a) or §12.1(b)Default, including in connection with any acceleration after obtaining the prior written consent of the ObligationsAdministrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other Indebtedness at any time owing by, maturity, such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off respective Loan Parties against the payment of Obligations and any and all Loan Obligations owing to such Lender hereunder or under any other liabilities, direct, or indirect, absolute or contingent, due or to become dueLoan Document, now existing or hereafter arisingexisting, irrespective of the Borrower whether or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if not such Lender shall receive have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from the Borrower or a Guarantor, whether by voluntary payment, exercise that of the right of setoff, applicable deposit or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementIndebtedness; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided 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 under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any Event If one or more Events of Default under §12.1(aas defined herein shall occur, any Bank or commercial bank which is owed any obligation hereunder (a "Depositary") or §12.1(bshall have the right, in addition to all other rights and remedies available to it, and is hereby authorized, to the extent permitted by applicable law, at any time and from time to time, without notice to the Company (any such notice being hereby expressly waived by the Company), including in connection with to setoff and apply any acceleration of the Obligations, any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) at any time held and other indebtedness (whether or not then due and payable) at any time owing by the Depositary to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower Company or any Guarantor, against any and all of the Guarantors in Obligations of the possession of such Lender may, without notice to the Borrower Company or any Guarantor (now or hereafter existing under this Agreement irrespective of whether or not the Depositary shall have made any demand for satisfaction of such Obligations and although such Obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice being expressly waived by shall not affect the Borrower validity of such setoff and application. The rights of each Guarantor) but with the prior written approval Depositary under this Section are in addition to other rights and remedies (including, without limitation, other rights of the Agent, be applied to setoff which such Depositary may have hereunder or set off against the payment of Obligations and under any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lenderapplicable law). Each of the Lenders Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of banker's lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the Note exercise of a right of banker's lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Loans held by such Lender (but excluding the Swing Loan Note) any amount it in excess of its ratable portion the proportion of the payments received by all Loans of each of the Lenders with respect other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Loans owed to such other Depositaries so that the amount of unpaid Loans and participations therein held by all Depositaries shall be proportionate to the original principal amount of the LendersLoans owed to them, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect case it shall promptly remit to each such Depositary the amount of the Notes held by it participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Bank a schedule setting forth the Commitment of each Bank hereunder to permit each Bank to correctly determine the portion which its proportionate payment as contemplated by this Agreement; provided that if Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligationsoccurs, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless of currency, maturity, final and whether or the branch where such deposits are heldnot collected or available) and any other indebtedness at any time held or other sums credited owing by or due from any Lender to or for the Borrower credit or the Guarantors account of any Loan Party may be offset and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part thereof, subrogation shall then be due, matured or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured, contingent or non-contingent; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement 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 (by) such 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 under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable Loan Party 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.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligationsoccurs, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless of currency, maturity, final and whether or the branch where such deposits are heldnot collected or available) and any other Indebtedness at any time held or other sums credited owing by or due from any Lender or any of its Affiliates to or for the Borrower credit or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by Obligations owing to such Lender (but excluding the Swing Loan Note) at any amount in excess of its ratable portion of the payments received by all of the Lenders with respect time prior to the Notes held by all of date that such Default has been fully cured, whether or not the LendersObligations, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not such excess payment is thereafter recovered from Lender shall have made any demand under this Agreement and although such Lender, such disposition and arrangements shall Obligations may be rescinded and the amount restored unmatured. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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, Lenders and (by) 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.

Setoff. Regardless In addition to, and without limitation of, any rights of the Lenders under Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs and is continuing, the Borrower authorizes each Lender, each LC Issuer, and each of their respective Affiliates, with the prior written consent of the Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such LC Issuer different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.22(d) 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 Agent Administrative Agent, the LC Issuers, and the Lenders, and (b) such 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.

Setoff. Regardless Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuers and the Lenders, and (by) such 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.

Setoff. Regardless of Each Lender and its Affiliates shall, upon the adequacy of any collateral, occurrence and during the continuance of any Event of Default under §12.1(adescribed in clauses (g) or §12.1(b)and (h) of Section 9.1 or, including in connection with any acceleration the consent of the ObligationsRequired Lenders, upon the occurrence and during the continuance of any deposits (general or specificother Event of Default, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of have the right of setoff, or otherwise, and shall retain to appropriate and apply to the payment of the Note Obligations owing to it (whether or Notes held not then due), any and all balances, credits, deposits, accounts or moneys of the Company then or thereafter maintained with such Secured Party; provided that, any such appropriation and application shall be subject to the provisions of Section 2.12. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by such Lender (but excluding the Swing Loan Note) any amount in excess of Person or its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementAffiliates; provided that if all or any part that, the failure to give such notice shall not affect the validity of such excess payment is thereafter recovered from such Lender, such disposition setoff and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In application; provided further that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.10 and, pending such payment, shall will 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 (by) such the Defaulting Lender shall will 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 Secured Party under this Section are in addition to other rights and remedies (including other rights of setoff under law or otherwise) which such Secured Party may have.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by law, upon the occurrence and during the continuance of any a Fund Group Event of Default under §12.1(a) Default, each Lender and the Letter of Credit Issuer is hereby authorized at any time and from time to time, without prior notice to the Borrower or §12.1(b), including in connection with any acceleration of the Obligationsother obligor, any such notice being waived by the Borrower (on its own behalf and on behalf of each obligor) to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency) at any time held by, maturityand other indebtedness at any time owing by, such Lender or the branch where such deposits are held) Letter of Credit Issuer to or other sums credited by or due from any Lender to for the Borrower credit or the Guarantors and any securities or other property account of the Borrower Borrowers in such Fund Group against any and all of the Obligations (in whatever currency) owing to such Lender or the Guarantors in Letter of Credit Issuer, now or hereafter existing, irrespective of whether or not the possession Administrative Agent or such Lender shall have made demand under this Credit Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each Letter of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving Credit Issuer in respect of the Notes held Loans to the Fund Parties in such Fund Group different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and the Letter of Credit Issuer under this Section 13.02 are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Letter of Credit Issuer may have. Each Lender and the Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by it its proportionate payment as contemplated by this Agreementsuch Lender; provided provided, however, that if all or any part the failure to give such notice shall not affect the validity of such excess payment is thereafter recovered from such Lender, such disposition set-off and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication.

Setoff. Regardless Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by Applicable Law, Xxxxxxxx agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsRequired Banks exercised in their sole discretion, any deposits to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Note, or any other Loan Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements under the other Loan Documents shall be rescinded and the amount restored made without setoff or counterclaim. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 12.19 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 Agent Administrative Agent, the Fronting Banks and the Lenders, Banks and (by) 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.

Setoff. Regardless In addition to any rights of setoff or other rights that the Purchaser or any of the adequacy other Indemnitees may have at common law or otherwise, the Purchaser shall have the right to set off any amount that may be owed to any Indemnitee under this Section 6 against the Second Installment; provided that Purchaser complies with the following procedure: (a) Prior to any setoff, the Purchaser shall deliver to the Agent a claim notice (a "CLAIM NOTICE") that shall state in reasonable detail: (i) the nature of any collateral, during the continuance of any Event of Default under §12.1(a) Breach (or §12.1(bLoss), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) Liability or other sums credited by or due from any Lender to matter for which indemnification is sought under Section 6, (ii) the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession estimated amount of such Lender mayDamages (or Losses), without notice Liability or matter and the date on which such Damages (or Losses), Liability or matter were suffered or incurred or are expected in good faith to be suffered or incurred. (b) Upon the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval request of the Agent, be applied the Purchaser shall reasonably provide non-privileged documents, records and other information relating to each claim in the Claim Notice. (c) If the Agent agrees with the Claim Notice or fails to respond within 30 calendar days commencing on the date of delivery of the Claim Notice, then Buyer may set off the claims set forth in the Claims Notice against the Second Installment. (d) If, during the 30 day period commencing on the date of delivery of a Claim Notice, Purchaser shall have received a written notice from or on behalf of the Agent stating that Agent in good faith disputes the claim asserted in such Claim Notice, then the Purchaser shall not make any set off against the payment Second Installment for a period of Obligations 45 days during which the Purchaser and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, Agent shall engage in discussions about a potential resolution of the Borrower or disputed claims in accordance with Section 7.22. If the Guarantors Purchaser and the Agent fail to such Lender. Each resolve any dispute in accordance with Section 7.22, then the Purchaser may set off the full amount of claim set forth in the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantordisputed Claim Notice, whether by voluntary payment, exercise of without prejudice to the right of setoff, or otherwise, and shall retain and apply to the payment Agent (on behalf of the Note or Notes held by such Lender (but excluding the Swing Loan NoteSelling Shareholders) any amount in excess of its ratable portion to seek recovery of the payments received by all setoff amount through an arbitration proceeding under Section 7.24 of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuers and the Lenders, and (by) such 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.

Setoff. Regardless If one or more Events of Default as defined herein shall occur, any Bank or commercial bank which is owed any obligation hereunder (a "Depositary") shall have the adequacy of right, in addition to all other rights and remedies available to it, and is hereby authorized, to the extent permitted by applicable law, at any collateraltime and from time to time, during the continuance of any such Event of Default under §12.1(a) or §12.1(bwithout notice to the Company (any such notice being hereby expressly waived by the Company), including in connection with to setoff and apply any acceleration of the Obligations, any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) at any time held and other indebtedness (whether or not then due and payable) at any time owing by the Depositary to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower Company, against any of or all the Guarantors in Obligations of the possession Company now or hereafter existing under this Agreement irrespective of whether or not the Depositary shall have made any demand for satisfaction of such Lender may, without notice Obligations and although such Obligations may be unmatured. Each Depositary agrees to notify the Borrower or any Guarantor (Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice being expressly waived by shall not affect the Borrower validity of such setoff and application. The rights of each Guarantor) but with the prior written approval Depositary under this Section are in addition to other rights and remedies (including other rights of the Agent, be applied to setoff which such Depositary may have hereunder or set off against the payment of Obligations and under any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lenderapplicable law). Each of the Lenders Depositary agrees with each other Lender that (i) if it shall exercise any such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of banker's lien, setoff, counterclaim or otherwisesimilar right pursuant hereto, and shall retain and it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the Note exercise of a right of banker's lien, setoff, counterclaim or Notes otherwise obtain payment of a proportion of the Loans held by such Lender (but excluding the Swing Loan Note) any amount it in excess of its ratable portion the proportion of the payments received by all Loans of each of the Lenders with respect other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Notes Loans owed to such other Depositaries so that the amount of unpaid Loans and participations therein held by all Depositaries shall be proportionate to the original principal amount of the LendersLoans owed to them, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect case it shall promptly remit to each such Depositary the amount of the Notes held by it participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Bank a schedule setting forth the Commitment of each Bank hereunder to permit each Bank to correctly determine the portion which its proportionate payment as contemplated by this Agreement; provided that if Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any part portion of any such excess payment is thereafter recovered from such Lenderthe Depositary which received the same, such disposition and arrangements the purchase provided for herein shall be deemed to have been rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs and is continuing, Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuers, and the Lenders, and (by) such 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.

Setoff. Regardless Without limitation of any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in all events excluding amounts held in Customer Deposit Accounts) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, are contingent or unmatured, and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors Lenders; provided, that in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuer, and the Lenders, and (b) such 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.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any If an Event of Default under §12.1(a) or §12.1(b)shall have occurred and be continuing, including in connection with each Lender is hereby authorized at any acceleration time and from time to time, after obtaining the prior written consent of the ObligationsAdministrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever 279 currency, maturity, ) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from account of any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Loan Party against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower obligations of such Loan Party then due and payable under this Agreement or the Guarantors any other Loan Document to such Lender. Each , irrespective of the Lenders agrees with each other Lender that if whether or not such Lender shall receive from the Borrower have made any demand under this Agreement or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing any other Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementDocument; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 (by) such 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 under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender 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.

Setoff. Regardless of Each Lender shall, upon the adequacy of any collateral, during the continuance occurrence of any Event of Default under §12.1(a) or §12.1(b), including in connection and with any acceleration the consent of the ObligationsRequired Lenders, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender mayextent permitted under applicable law, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain appropriate and apply to the payment of the Note Obligations owing to it (whether or Notes held by not then due), and (as security for such Obligations) the Borrower hereby grants to each Lender (but excluding the Swing Loan Note) a continuing security interest in, any amount in excess of its ratable portion and all balances, credits, deposits, accounts or moneys of the payments received by all of the Lenders Borrower then or thereafter maintained with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender; provided, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recoveryhowever, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off any such appropriation and application shall be paid over immediately subject to the Agent for further application in accordance with the provisions of this Agreement and, pending Section 4.8 (each Lender agreeing promptly to notify the Borrower and the Agent after any such payment, shall be segregated setoff and application made by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, Lender) and (b) no Lender may setoff against or apply any such Defaulting balances, credits, deposits, accounts or moneys of the Borrower to any Obligations other than the Obligations of the Borrower; but the failure to give such notice shall not affect the validity of such setoff and application). The rights of each Lender shall provide promptly under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may have. Each Lender shall, subject to the Agent a statement describing requirements of this Section, be permitted to appropriate and apply any moneys in reasonable detail any currency (the “First Currency”) to Obligations owing denominated in any other currency (the “Second Currency”) by calculating the relevant equivalent determined by using the quoted spot rate at which Scotiabank’s principal office in New York, New York, offers to exchange the Second Currency for such Defaulting Lender as to which it exercised First Currency in New York, New York, at the open of business on such right of setoffdate.

Setoff. Regardless Whenever an Event of Default shall have occurred and be continuing, the Company hereby irrevocably authorizes each Lender to set off the Obligations owed to it (including, without limitation, any participation in the Obligations of other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and credits of the Company with, and any and all claims of the Company related to this Agreement against, such Lender; provided, however, that no Lender may set off against any payment or delivery obligation of such Lender to the Company pursuant to the terms of any transaction evidenced by (a) the Uncollared Accelerated Stock Buyback transaction dated June 26, 2007 between the Company and Xxxxxxx Xxxxx & Co. or (b) the Collared Accelerated Stock Buyback transaction dated June 26, 2007 between the Company and Xxxxxxx Sachs & Co. Such right shall exist whether or not the Agent shall have made any demand hereunder or under any other Loan Document, whether or not such indebtedness, or any part thereof, or deposits and credits held for the account of the Company is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, during guaranty or any other security, right or remedy available to the continuance Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of any Event of Default under §12.1(a) or §12.1(b)such setoff right, including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender it shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 notify the Agent and the LendersCompany of its exercise of such setoff right; provided, however, that the failure of any Lender to provide such notice shall not affect the validity of the exercise of such setoff rights. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any rights of banker’s lien, setoff and (b) such Defaulting counterclaim available to any Lender shall provide promptly pursuant to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setofflaw.

Setoff. Regardless If a Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the adequacy of fullest extent permitted by law, to set off and apply any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession against any of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, the Obligations of the Borrower now or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes hereafter existing under this Agreement held by such Lender (but excluding the Swing Loan Note) any amount in excess or Affiliate, irrespective of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, whether or not such Lender will make shall have made any demand under this Agreement and although such disposition and arrangements with the other Lenders with respect to such excessObligations may be unmatured; provided, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result that in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.26 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 (by) such 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 under this Section 11.01 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Setoff. Regardless If a Default shall have occurred and be continuing, each Buyer, and each of their respective Affiliates, is hereby authorized at any time and from time to time, to the adequacy of fullest extent permitted by applicable Law, to set off and apply any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency) at any time held, maturityand other obligations (in whatever currency) at any time owing, by such Buyer or any such Affiliate, to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Seller against the payment of Obligations and any and all of the obligations of the Seller now or hereafter existing under this Agreement or any other liabilitiesRepurchase Document to such Buyer or their respective Affiliates, directirrespective of whether or not such Buyer, or indirect, absolute Affiliate shall have made any demand under this Agreement or contingent, due or to become due, now existing or hereafter arising, any other related document and although such obligations of the Borrower Seller may be contingent or the Guarantors unmatured or are owed to an Affiliate of such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive Buyer different from the Borrower Affiliate holding such deposit or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by obligated on such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementindebtedness; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off of setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement Section 22.7 and, pending such payment, shall be segregated by such Defaulting Lender Buyer from its other funds and deemed held in trust for the benefit of the Agent Agent, and the Lenders, Buyers. The rights of each Buyer and their respective Affiliates under this Section are in addition to other rights and remedies (bincluding other rights of setoff) that such Defaulting Lender shall provide promptly Buyer or their respective Affiliates may have. Each Buyer agrees to notify the Seller and the Agent a statement describing in reasonable detail promptly after any such setoff and application; provided that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffsetoff and application.

Setoff. Regardless If an Event of Default shall have occurred and be continuing, the Borrower authorizes each Lender to setoff and apply any and all deposits (general or special, time or demand, in whatever currency denominated, including all account balances, whether provisional or final and whether or not collected or available, but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where Lenders; provided, that (a) promptly after any such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors setoff and any securities or other property of the Borrower or the Guarantors in the possession of application such Lender may, without shall give notice to the Borrower or (provided further that any Guarantor (any failure to give such notice being expressly waived by shall not affect the Borrower validity of such setoff and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwiseapplication under this Section), and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Noteb) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the LC Issuers, and the Lenders, and (by) such 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.

Setoff. Regardless In addition to any rights and remedies of the adequacy of Banks provided by law, if the any collateralBorrower becomes insolvent, during the continuance of however evidenced, or any Event of Default under §12.1(a) or §12.1(b)occurs and is continuing, including in connection with each Bank is authorized at any acceleration of the Obligationstime and from time to time, without prior notice to such Borrower, any such notice being waived by such Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other indebtedness at any time owing by, maturity, such Bank to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Borrowers against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or Obligations owing to become duesuch Bank, now existing or hereafter arisingexisting, irrespective of whether or not the Borrower Administrative Agent or the Guarantors to such Lender. Each of the Lenders agrees with each Bank shall have made demand under this Agreement or any other Lender that if Loan Document and although such Lender shall receive from the Borrower Obligations may be contingent or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured; provided that if all or any part of such excess payment is thereafter recovered from such Lenderthat, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.8 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 LendersBanks, and (b) such 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. Each Bank agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Bank; provided, 201380721_5 however, that the failure to give such notice shall not affect the validity of such set-off and application.

Setoff. Regardless Borrower and each other Loan Party agrees that Agent and each Lender have all rights of the adequacy of set-off and bankers’ lien provided by Applicable Law, and in addition thereto, Borrower and each other Loan Party, agrees that at any collateral, during the continuance of time any Event of Default under §12.1(a) or §12.1(b)exists, including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower Agent and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and may apply to the payment of the Note any Obligations of Borrower and each other Loan Party due and payable hereunder at such time any and all balances, credits, deposits, accounts or Notes held by moneys of Borrower and each other Loan Party then or thereafter with Agent or such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementLender; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement Section 2.6 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 Agent and the Lenders, and (b) such the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations all obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. Each Lender agrees to notify Borrower and 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

Setoff. Regardless of the adequacy of any collateral, during During the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender of the Holders to the Borrower or the Guarantors Company and any securities or other property of the Borrower or the Guarantors Company in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, Holder may be applied to or set off by such Holder against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now 71 -65- existing or hereafter arising, of the Borrower or the Guarantors Company to such LenderHolder. Each of the Lenders Holders agrees with each other Lender Holder that (i) if an amount to be set off is to be applied to Indebtedness of the Company to such Holder, other than Indebtedness evidenced by the Notes held by such Holder, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Holder, and (ii) if such Lender Holder shall receive from the Borrower or a GuarantorCompany, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Holder by proceedings against the Company at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) Holder any amount in excess of its ratable portion of the payments received by all of the Lenders Holders with respect to the Notes held by all of the LendersHolders, such Lender Holder will make such disposition and arrangements with the other Lenders Holders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Holder receiving in respect of the Notes held by it it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderHolder, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligationsoccurs, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless of currency, maturity, final and whether or the branch where such deposits are heldnot collected or available) and any other indebtedness at any time held or other sums credited owing by or due from any Lender to or for the credit or account of any Borrower or the Guarantors may be offset and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note Obligations of such Borrower (or Notes held by such Lender (but excluding in the Swing Loan Note) case of any amount in excess Setoff of its ratable portion amounts owning to or for the credit or account of Whirlpool, toward the payment of the payments received by all Obligations of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the any other Lenders with respect Borrower) owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part thereof, subrogation shall then be due, matured or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured, contingent or non-contingent; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement 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 Agent Administrative Agent, the Issuing Lenders, and the Lenders, and (by) such 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 under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable 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.

Setoff. Regardless of the adequacy of any collateralCollateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from Agent or any Lender of Lenders to any of the Borrower or the Guarantors Loan Parties and any securities or other property of the Borrower or the Guarantors Loan Parties in the possession of such Lender may, without notice to the Borrower Agent or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, Lender may be applied to or set off setoff against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors Loan Parties, to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement Section 14.5 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 Agent and the Lenders, and (by) such the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify Borrower and 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.

Setoff. Regardless In addition to, and without limitation of, any rights of the Lenders under Applicable Law, if any Event of Default occurs, each Guarantor authorizes each Lender, the Issuing Bank, and each of their respective Affiliates, with the prior written consent of the Administrative Agent, to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Guarantor with such Lender or any Affiliate of such Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, are 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, and regardless of the existence or adequacy of any collateral, during the continuance of guaranty or any Event of Default under §12.1(a) other security, right or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, remedy available to such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Section 2.23(d) of the Credit Agreement and, pending such 9 payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent Administrative Agent, the Issuing Bank, and the Lenders, and (b) such 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.

Setoff. Regardless Subject to the terms of this Section 5(j), Assignor hereby grants to Agent and each of the adequacy Lenders, a lien, security interest and right of any collateralsetoff as security for all liabilities and obligations to Agent and the Lenders, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, 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 Agent or any Lender or any entity under the Borrower control of Agent or the Guarantors to such any Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwisein transit to any of them. At any time, from and shall retain after the occurrence of and apply to during the payment continuance of an Event of Default, Agent or any Lender may set off the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and regardless of the adequacy of any other collateral securing the Loan. Within five (5) Business Days of making any such set-off, Agent agrees to notify Assignor thereof, provided that the failure by Agent to give such notice shall not affect the validity of such excess payment is thereafter recovered from such Lenderset-off. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recoveryPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoffCREDITS OR OTHER PROPERTY OF THE ASSIGNOR, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement andARE HEREBY KNOWINGLY, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. Regardless The Company agrees that the Administrative Agent and each Lender have all rights of setoff and bankers’ lien provided by applicable law, and in addition thereto, the adequacy of Company agrees that at any collateral, during the continuance of time any Event of Default under §12.1(a) or §12.1(b)exists, including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower Administrative Agent and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and may apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion obligations of the payments received by Borrowers hereunder, whether or not then due, all balances, credits, deposits, accounts or moneys of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements Borrowers then or thereafter with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation Administrative Agent or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender; provided, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the Issuing Lenders and the other Lenders, and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Issuing Lender and each other Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Issuing Lender, such Lender or their respective Affiliates may have. Each Issuing Lender and each other Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Regardless In addition to any rights of setoff or other rights that the Purchaser or any of the adequacy other Indemnitees may have at common law or otherwise, the Purchaser shall have the right to set off any amount that may be owed to any Indemnitee under this Section 6 against the Second Installment; provided that Purchaser complies with the following procedure: (a) Prior to any setoff, the Purchaser shall deliver to the Agent a claim notice (a "Claim Notice") that shall state in reasonable detail: (i) the nature of any collateral, during the continuance of any Event of Default under §12.1(a) Breach (or §12.1(bLoss), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) Liability or other sums credited by or due from any Lender to matter for which indemnification is sought under Section 6, (ii) the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession estimated amount of such Lender mayDamages (or Losses), without notice Liability or matter and the date on which such Damages (or Losses), Liability or matter were suffered or incurred or are expected in good faith to be suffered or incurred. (b) Upon the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval request of the Agent, be applied the Purchaser shall reasonably provide non-privileged documents, records and other information relating to each claim in the Claim Notice. (c) If the Agent agrees with the Claim Notice or fails to respond within 30 calendar days commencing on the date of delivery of the Claim Notice, then Buyer may set off the claims set forth in the Claims Notice against the Second Installment. (d) If, during the 30 day period commencing on the date of delivery of a Claim Notice, Purchaser shall have received a written notice from or on behalf of the Agent stating that Agent in good faith disputes the claim asserted in such Claim Notice, then the Purchaser shall not make any set off against the payment Second Installment for a period of Obligations 45 days during which the Purchaser and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, Agent shall engage in discussions about a potential resolution of the Borrower or disputed claims in accordance with Section 7.22. If the Guarantors Purchaser and the Agent fail to such Lender. Each resolve any dispute in accordance with Section 7.22, then the Purchaser may set off the full amount of claim set forth in the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantordisputed Claim Notice, whether by voluntary payment, exercise of without prejudice to the right of setoff, or otherwise, and shall retain and apply to the payment Agent (on behalf of the Note or Notes held by such Lender (but excluding the Swing Loan NoteSelling Shareholders) any amount in excess of its ratable portion to seek recovery of the payments received by all setoff amount through an arbitration proceeding under Section 7.24 of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to and not in limitation of the adequacy all other rights and remedies (including other rights of setoff) that any Bank or other holder of any collateralNote may have, during any Bank or such other holder shall, upon the continuance occurrence of any Event of Default under §12.1(a) described in Section 12.1 or §12.1(bany Unmatured Event of Default described in Section 12.1(e), including in connection with have the right to appropriate and apply to the payment of any acceleration and all Loans and other liabilities of the ObligationsCompany hereunder (whether or not then due), in such order of application as such Bank or such other holder may elect, any and all balances, credits, deposits (general or specificspecial, time or demand, provisional or final), regardless accounts or moneys of currency, maturity, the Company then or the branch where thereafter with such deposits are held) Bank or such other sums credited by or due from holder other than any Lender to the Borrower or the Guarantors lock box account and any securities or other property operating account. Any Bank shall promptly advise the Agent and the Company of any such setoff and application but failure to do so shall not affect the Borrower or the Guarantors in the possession validity of such Lender maysetoff and application. To secure the payment of such Loans and other liabilities, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of Company hereby grants the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Banks, the Agent and the Lenderseach such other holder a continuing security interest in such balances, credits, deposits, accounts or moneys, and (b) each Bank is hereby appointed and accepts appointment as the agent of the Agent for purposes of maintaining and retaining possession of such Defaulting Lender shall provide promptly property. Notwithstanding the foregoing, each Bank hereby agrees that, if a Person other than the Company establishes to the reasonable satisfaction of such Bank and the Agent that any balances, credits or deposits appropriated and applied by such Bank are properly traceable proceeds of property owned by such other Person and not by the Company, and such other Person has a statement describing in reasonable detail the Obligations owing legally enforceable prior claim to such Defaulting Lender as proceeds under applicable law, such Bank shall, upon receipt of evidence reasonably satisfactory to which it exercised such right Bank and the Agent establishing such legally enforceable prior claim of setoff.such other Person, turn over such amounts to the Company or as

Setoff. Regardless of the adequacy of any collateralCollateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the ObligationsDefault, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors Borrowers and any securities or other property of the Borrower or the Guarantors Borrowers in the possession of such Lender may, without notice to the any Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each GuarantorBorrowers) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a GuarantorBorrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of any collateralLenders under applicable law, during if Parent or the continuance of any Event of Default under §12.1(a) or §12.1(b)Borrower becomes insolvent, including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturityhowever evidenced, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender mayDefault occurs, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other liabilities, direct, Indebtedness at any time held or indirect, absolute owing by any Lender or contingent, due any of its Affiliates to or to become due, now existing for the credit or hereafter arising, account of Parent or the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, may be offset and shall retain and apply to applied toward the payment of the Note or Notes held by Obligations owing to such Lender (but excluding the Swing Loan Note) at any amount in excess of its ratable portion of the payments received by all of the Lenders with respect time prior to the Notes held by all of date that such Default has been fully cured, whether or not the LendersObligations, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part hereof, shall then be due, subject to Section 11.2, irrespective of whether or not such excess payment is thereafter recovered from Lender shall have made any demand under this Agreement and although such Lender, such disposition and arrangements shall Obligations may be rescinded and the amount restored unmatured. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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, Lenders and (by) 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.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of Lenders under applicable law, if any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligationsoccurs, any and all deposits (general or specificincluding all account balances, time or demand, whether provisional or final, regardless of currency, maturity, final and whether or the branch where such deposits are heldnot collected or available) and any other indebtedness at any time held or other sums credited owing by or due from any Lender to or for the credit or account of any Borrower or the Guarantors may be offset and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claimsor any part thereof, subrogation shall then be due, matured or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured, contingent or non-contingent; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement 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 Agent Administrative Agent, the Issuing Lenders, and the Lenders, and (by) such 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 under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable 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.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any If (a) an Event of Default under §12.1(ashall have occurred and be continuing and (b) or §12.1(b), including in connection with any acceleration the principal of the ObligationsLoans has been accelerated, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, ) at any time held and other obligations at any time owing by such Lender to or for the credit or the branch where account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such deposits are held) Lender, irrespective of whether or other sums credited by or due from not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower or a statement describing in reasonable detail the Guarantors source and amount of any securities deposits or other property of the Borrower or the Guarantors in the possession of obligations owing by such Lender may, without notice to and the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors owing to such Lender. Each of the Lenders agrees with each other Lender that if as to which it exercised such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff; and provided, or otherwisefurther, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount that in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement 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 Agent Administrative Agent, the Issuing Banks, and the Lenders, and (by) such 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 under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by law, during the continuance of any if an Event of Default under §12.1(a) or §12.1(b)exists, including in connection with each Lender is authorized at any acceleration of time and from time to time, without prior notice to the ObligationsBorrowers, any such notice being waived by the Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other indebtedness at any time owing to, maturity, such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off Borrowers against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender, now or hereafter existing, irrespective of whether or not the Agent or such Lender as shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to which it exercised notify the Borrowers and the Agent after any such right setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 10.09 are in addition to the other rights and remedies (including other rights of setoff) which the Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS OR ANY SUBSIDIARY OF THE BORROWERS HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by law, during the continuance of any if an Event of Default under §12.1(a) exists and is continuing or §12.1(b)the Loans have been accelerated, including in connection with each Lender is authorized at any acceleration of time and from time to time, without prior notice to the ObligationsPledgors, any such notice being waived by the Pledgors to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other indebtedness at any time owing by, maturity, such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession Affiliate of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off for the credit or the account of any Pledgor against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as by any Pledgor, now or hereafter existing, irrespective of whether or not the applicable agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to which it exercised notify the Pledgors and the Agent after any such right set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of setoffsuch set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY PLEDGOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Setoff. Regardless Upon the occurrence of an Event of Default, to the extent permitted or not expressly prohibited by applicable law, Bxxxxxxx agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsRequired Banks exercised in their sole discretion, any deposits to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Note, or any other Loan Document, which is not paid when due (regardless of whether such balances are then due to Borrower or General Partner), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements under the other Loan Documents shall be rescinded and the amount restored made without setoff or counterclaim. Notwithstanding anything to the extent of such recoverycontrary in this Section, but without interest. In the event that if any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Agent Fronting Banks and the Lenders, Banks and (by) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by Law, upon the occurrence and during the continuance of any Event of Default under §12.1(a) Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to Holdings or §12.1(b), including in connection with any acceleration of the Obligationsother Loan Party, any such notice being waived by each Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other Indebtedness at any time owing by, maturitysuch Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower respective Loan Parties and each Guarantor) but with the prior written approval of the Agent, be applied to or set off their Subsidiaries against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and L/C Issuer agrees promptly to notify Holdings and the Administrative Agent after any such setoff and application made by such Lender or L/C Issuer, as the case may be; provided, the failure to which it exercised give such right notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Setoff. Regardless In addition to, and without limitation of, any rights of the adequacy of any collateralLenders under applicable law, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to if the Borrower or the Guarantors Company becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any securities other Indebtedness at any time held or other property owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower Company may be offset and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to toward the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect Obligations owing to such excessLender, either by way of distributionwhether or not the Obligations, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lenderhereof, such disposition and arrangements shall then be rescinded and the amount restored to the extent of such recovery, but without interestdue. In the event that any Defaulting Lender shall exercise exercises any such right of setoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 2.22(a) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent Administrative Agent, the applicable Issuing Bank, the Swing Line Lender and the Lenders, Lenders and (by) such the Defaulting Lender shall will 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.

Setoff. Regardless of (a) Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the adequacy of any collateral, occurrence and during the continuance of any an Event of Default under §12.1(ahereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Borrower’s or Sand Tiger’s (as applicable) property held by Agent and such Lender or §12.1(b), including in connection with any acceleration of their Affiliates to reduce the Obligations or Sand Tiger’s Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession case of such Lender maySand Tiger, without notice and to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and exercise any and all other liabilities, direct, rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other . (b) If any Lender that if such Lender shall receive from the Borrower or a Guarantorshall, whether by voluntary payment, exercise of the exercising any right of setoff, setoff or counterclaim or otherwise, and shall retain and apply to the obtain payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of any principal of any of the Notes held Advances made by it its proportionate resulting in such Lender’s receiving payment as contemplated by this Agreement; provided that if all or any part of a proportion of the aggregate amount of such excess payment is thereafter recovered from Advances, greater than its pro rata share thereof as provided herein, then the Lender receiving such Lender, such disposition and arrangements greater proportion shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to notify the Agent for further application in accordance with the provisions writing of this 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 Agent and the Lendersfact, and (b) purchase (for cash at face value) a pro rata portion of the outstanding Advances (and participation interests in Letters of Credit) of each of the other Lenders (and such Defaulting Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender shall provide promptly hold its pro rata share of the outstanding Advances (and participation interests) after giving effect to such purchase. (c) Each Borrower consents to the Agent foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a statement describing in reasonable detail participation pursuant to the Obligations owing foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such Defaulting participation as fully as if such Lender as to which it exercised were a direct creditor of such right Borrower in the amount of setoffsuch participation.

Setoff. Regardless of the adequacy of any collateral, during the continuance of any If an Event of Default under §12.1(a) or §12.1(b)shall have occurred and be continuing, including in connection with each Lender is hereby authorized at any acceleration time and from time to time, after obtaining the prior written consent of the ObligationsAdministrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final, regardless of in whatever currency, maturity, ) at any time held and other obligations (in whatever currency) at any time owing by such Lender or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession Affiliate of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off for the credit or the account of any Loan Party against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower obligations of such Loan Party then due and payable under this Agreement or the Guarantors any other Loan Document to such Lender or any Affiliate of such Lender. Each , irrespective of the Lenders agrees with each other whether or not such Lender that if or any Affiliate of such Lender shall receive from the Borrower have made any demand under this Agreement or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing any other Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this AgreementDocument; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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, and (by) such 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 under this Section 10.9 are in addition to other rights and remedies (including other rights of setoff) that such Lender 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.

Setoff. Regardless Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, subject to receipt of the adequacy of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any acceleration prior written consent of the ObligationsRequired Banks exercised in their sole discretion, any deposits to offset balances (general or specificspecial, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated for the account of Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under this AgreementAgreement or such Bank’s Note, or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and Administrative Agent thereof; provided that if all or any part of such excess payment is thereafter recovered from Bank’s failure to give such Lendernotice shall not affect the validity thereof, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recoveryprovided further, but without interest. In that in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement Section 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 LendersBanks, and (by) such 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. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim.

Setoff. Regardless Whenever an Event of Default shall have occurred and be continuing, the Company hereby irrevocably authorizes each Lender to set off the Obligations owed to it (including, without limitation, any participation in the Obligations of other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and credits of the Company with, and any and all claims of the Company related to this Agreement against, such Lender. Such right shall exist whether or not the Agent shall have made any demand hereunder or under any other Loan Document, whether or not such indebtedness, or any part thereof, or deposits and credits held for the account of the Company is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, during guaranty or any other security, right or remedy available to the continuance Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of any Event such setoff right, it shall notify the Agent and the Company of Default under §12.1(a) or §12.1(b)its exercise of such setoff right; provided, including in connection with any acceleration however, that the failure of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to provide such notice shall not effect the Borrower or the Guarantors and any securities or other property validity of the Borrower or the Guarantors in the possession exercise of such setoff rights. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any rights of banker’s lien, setoff and counterclaim available to any Lender may, without notice pursuant to the Borrower or law. If any Guarantor (any such notice being expressly waived by the Borrower Lender having outstanding Committed Loans and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the Bid Loans exercises its right of setoff, or otherwise, and it shall retain and apply to the payment product of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect set off first to such excessLender’s Committed Loans, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it until its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is Committed Loans are reduced to zero and thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBid Loans.

Setoff. Regardless In addition to any rights and remedies of the adequacy of any collateralLenders provided by law, during the continuance of any if an Event of Default under §12.1(a) or §12.1(b)exists, including in connection with each Lender is authorized at any acceleration of time and from time to time, without prior notice to the ObligationsBorrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or specificspecial, time or demand, provisional or final) at any time held by, regardless of currencyand other indebtedness at any time owing to, maturity, such Lender to or for the credit or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property account of the Borrower against any and all obligations owing to such Lender, now or hereafter existing, irrespective of whether the Guarantors in the possession of Agent or such Lender may, without notice to the Borrower shall have made demand under this Agreement or any Guarantor (any Loan Document and whether such notice being expressly waived by obligations may be contingent or unmatured. Each Lender agrees to promptly notify the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations Agent after any such setoff and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. Each The rights of each Lender under this Section 10.09 are in addition to the Lenders agrees with each other Lender rights and remedies (including other rights of setoff) that if such Lender shall receive from the Borrower or a Guarantormay have. NOTWITHSTANDING THE FOREGOING, whether by voluntary paymentNO LENDER SHALL EXERCISE, exercise of the right of setoffOR ATTEMPT TO EXERCISE, or otherwiseANY RIGHT OF SETOFF, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the LendersLENDER'S LIEN, such Lender will make such disposition and arrangements with the other Lenders with respect to such excessOR THE LIKE, either by way of distributionAGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER, pro tanto assignment of claimsTHE REIT, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such LenderOR ANY SUBSIDIARY OR ANY HELD OR MAINTAINED BY THE LENDER, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this 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 Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffWITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. Regardless In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of the adequacy limitation of any collateralsuch rights, during upon the continuance occurrence of any Event of Default under §12.1(a) or §12.1(b)Default, including in connection with any acceleration the prior written consent of the ObligationsAdministrative Agent, each Lender, the L/C Issuer, each subsequent holder of any deposits (general or specificObligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender time to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender maytime, without notice to the Borrower or such Guarantor or to any Guarantor (other Person, any such notice being hereby expressly waived by the Borrower waived, to setoff and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other liabilitiesindebtedness at any time held or owing by that Lender, directL/C Issuer, subsequent holder, or indirectaffiliate, absolute to or contingent, due for the credit or to become due, now existing or hereafter arising, the account of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary paymentor not matured, exercise against and on account of the right of setoffObligations then due to that Lender, L/C Issuer, or otherwisesubsequent holder under the Loan Documents, and shall retain and apply to the payment including, but not limited to, all claims of the Note any nature or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess description arising out of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other Lenders with respect amounts due hereunder shall have become due and payable pursuant to such excessSection 9 and although said obligations and liabilities, either by way or any of distributionthem, pro tanto assignment of claims, subrogation may be contingent or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreementunmatured; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In in the event that any Defaulting Lender shall exercise any such right of setoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for 115 further application in accordance with the provisions of this Agreement Section 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 Agent Administrative Agent, the L/C Issuer and the Lenders, Lenders and (by) such 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.