Common use of Setoff Clause in Contracts

Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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. In addition toRegardless of the adequacy of any Collateral, and without limitation ofduring the continuance of any Event of Default, any rights deposits (general or specific, time or demand, provisional or final, regardless of the Lenders under applicable lawcurrency, if the Borrower becomes insolvent, however evidencedmaturity, or any Default occurs, any and all the branch where such deposits (including all account balances, whether provisional are held) or final and whether other sums credited by or not collected or available) and any other Indebtedness at any time held or owing by due from any Lender or any Affiliate thereof to any Credit Party and any securities or other property of such parties in the possession of such Lender or any Lender Affiliate may, without notice to any Credit Party (any such notice being expressly waived) but with the prior written approval of Agent, be applied to or for set off against the credit payment of Obligations and any and all other liabilities, direct, or account indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower may be offset Credit Parties. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Credit Party, whether by voluntary payment, exercise of the right of setoff, or otherwise, and applied toward shall retain and apply to the payment of the Obligations owing Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the 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, whether or not such disposition and arrangements shall be rescinded and the Obligationsamount restored to the extent of such recovery, or any part hereof, shall then be due; provided that in but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Agent and the other Lenders, and (iib) 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. In addition toRegardless of the adequacy of any collateral, and without limitation ofduring 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 rights 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 under applicable law, agrees with each other Lender that if such Lender shall receive from the Borrower becomes insolventor a Guarantor, however evidencedwhether by voluntary payment, exercise of the right of setoff, or any Default occursotherwise, any and all deposits (including all account balances, whether provisional or final shall retain and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender apply to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing 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, whether or not such disposition and arrangements shall be rescinded and the Obligationsamount restored to the extent of such recovery, or any part hereof, shall then be due; provided that in but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Agent and the other Lenders, and (iib) the 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. 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. In addition toRegardless of the adequacy of any Collateral, and without limitation ofduring the continuance of any Event of Default, any rights 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 of Lenders to any of the Lenders under applicable law, if Loan Parties and any securities or other property of the Borrower becomes insolvent, however evidenced, Loan Parties in the possession of Agent or any Default occurs, Lender may be applied to or set off against the payment of Obligations and any and all deposits (other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties to such Lender. Upon the occurrence and during the continuance of an Event Default, any Lender, including all account balancesAgent with respect to the Advance Account, whether provisional or final and whether or may, but shall not collected or available) and be obligated to freeze withdrawals from any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset Loan Parties held by such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from any Loan Party or Loan Parties, whether by voluntary payment, exercise of the right of setoff, or otherwise, and applied toward shall retain and apply to the payment of the Obligations owing Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of Lenders with respect to the Notes held by all of 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, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. 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, any and all deposits (including all account balances, whether provisional or 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 any Borrower authorizes each Lender to or for the credit or account of the Borrower may be offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (iy) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, and (iiz) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, and without limitation of, any rights of the Lenders under applicable lawApplicable Law, if from and after the Borrower becomes insolvent, however evidenced, or any Default occursdate 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), any and all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Agent and the other Lenders, and (iiy) 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. In addition to, and without limitation of, any rights of To the Lenders under extent permitted by applicable law, if regardless of the Borrower becomes insolventadequacy of any collateral, however evidencedduring the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks or any Default occursof their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any 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 successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all deposits (including all account balancesother liabilities, whether provisional direct, or final and whether indirect, absolute or not collected contingent, due or available) and any other Indebtedness at any time held to become due, now existing or owing by any Lender or any Affiliate hereafter arising, of any Lender to or for the credit or account of the such Borrower may be offset and applied toward the payment of the Obligations owing to such LenderBank; provided, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.13 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 Agent, the L/C Issuer Administrative Agent and the other LendersBank, and (iiy) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each of the Banks agrees with each Lenderother Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights 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 Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (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 Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such Lenderexcess payment is thereafter recovered from such Bank, L/C Issuer or their respective Affiliates may have. Each Lender such disposition and arrangements shall be rescinded and the L/C Issuer agrees amount restored 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. In addition to, and without limitation ofDuring the continuance of any Event of Default, any rights deposits (general or specific, time or demand, provisional or final, regardless of the Lenders under applicable lawcurrency, if the Borrower becomes insolvent, however evidencedmaturity, or any Default occurs, any and all the branch where such deposits (including all account balances, whether provisional are held) or final and whether other sums credited by or not collected or available) and any other Indebtedness at any time held or owing by due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender or any Lender Affiliate may, without notice to any Borrower (any such notice being expressly waived by the Borrowers) but with the prior written approval of Agent, be applied to or for set off against the credit payment of Obligations and any and all other liabilities, direct, or account indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower may be offset Borrowers to such Lender. Each Lender agrees with each other Lender that if such Lender shall receive from a Borrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and applied toward shall retain and apply to the payment of the Obligations owing Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of 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, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 extent of such setoff and applicationrecovery, but without interest. §14 AGENT.

Setoff. In addition toEach Lender agrees that if it shall, and without limitation ofby exercising any right of set-off or counterclaim or otherwise, any rights receive payment of a proportion of the Lenders under applicable law, if aggregate amount of principal and interest then due with respect to the Borrower becomes insolvent, however evidenced, or any Default occurs, any Loans and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account in respect of the Borrower may be offset aggregate amount of principal and applied toward interest then due with respect to the payment Loans and Letter of the Obligations owing to Credit Liabilities held by such other Lender, whether or not the Obligations, or any part hereof, Lender receiving such proportionately greater payment shall then be due; provided that purchase such participations in the event that any Defaulting Lender shall exercise any such right Loans and Letter of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated Credit Liabilities held by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the L/C Issuer and the other Lenders, and (ii) the Defaulting Lender such other adjustments shall provide promptly be made, as may be required so that all such payments of principal and interest with respect to the Agent a statement describing Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in reasonable detail this Section shall impair the Obligations owing right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such Defaulting Lender as exercise to which it exercised such right the payment of setoffindebtedness of the Borrower other than its indebtedness under the Agreement. The Borrower agrees, to the 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 foregoing arrangements, may exercise rights of each Lender, the L/C Issuer set-off or counterclaim and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights with respect to such participation as fully as if such holder of setoff) that such Lender, L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify a participation were a direct creditor of the Borrower and in the Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity amount of such setoff and applicationparticipation.

Setoff. In Borrower agrees that, in addition to, 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, to offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any rights of the Lenders such Bank’s offices, in Dollars or in any other currency, against any amount payable by Borrower to such Bank under applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Note(s), or any Default occursother Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), any in which case it shall promptly notify Borrower and all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other LendersBanks, and (iiy) 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, Payments by Borrower hereunder or under 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 Loan Documents shall be made without setoff 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 applicationcounterclaim.

Setoff. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable Banks provided by law, if the Borrower becomes insolvent, however evidenced, or any Default occursoccurs and is continuing, each Bank is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by any Lender or any Affiliate of any Lender by, such Bank to or for the credit or the account of the Borrower may be offset against any and applied toward the payment of the all Obligations owing to such LenderBank, now or hereafter existing, irrespective of whether or not the Obligations, Administrative Agent or such Bank shall have made demand under this Agreement or any part hereof, shall then other Loan Document and although such Obligations may be duecontingent or unmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other LendersBanks, and (iib) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender, 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 Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Bank; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In addition to, and without Without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, any Borrower authorizes each Lender to offset and apply all deposits 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) and any other Indebtedness at any time held or owing by any of the Borrower with such Lender or any Affiliate of any such Lender to or for (the credit or account of the Borrower may be offset and applied “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuer, and the other Lenders, and (iib) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the any Borrower becomes insolvent, however evidenced, or any Event of Default occursunder Section 7.2 occurs and is continuing, any and all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the such Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be due; provided that 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 other transaction for which any Borrower performs clearing or settlement services; and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) 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 Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iib) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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 promptly to notify the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and application, ; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In 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, to (and without limitation of) any right of setoff, any rights bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the Lenders prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final) held by it 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 applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Notes, or any Default occursother Loan Document, any 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 all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Fronting Banks and the other Lenders, Banks and (iiy) 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. 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. 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, any and all deposits (including all account balances, whether provisional or 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 any Borrower authorizes each Lender to or for the credit or account of the Borrower may be offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuer, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, and without limitation ofDuring the continuance of any Event of Default, any rights deposits (general or specific, time or demand, provisional or final, regardless of the Lenders under applicable lawcurrency, if the Borrower becomes insolvent, however evidencedmaturity, or any Default occurs, any and all the branch where such deposits (including all account balances, whether provisional are held) or final and whether other sums credited by or not collected or available) and any other Indebtedness at any time held or owing by due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender or any Lender Affiliate may, without notice to any Borrower (any such notice being expressly waived by Borrowers) but with the prior written approval of Agent, be applied to or for set off against the credit payment of Obligations and any and all other liabilities, direct, or account indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower may be offset Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Borrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and applied toward shall retain and apply to the payment of the Obligations owing 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, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. In addition toIf an Event of Default shall have occurred and be continuing, each Lender and without limitation ofeach of its Affiliates is hereby authorized at any time and from time to time, any rights of to the Lenders under fullest extent permitted by applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by any such Lender or any such Affiliate of any Lender to or for the credit or the account of any Guarantor against any of and all the Borrower may be offset Obligations held by such Lender or any of its Affiliates which are then due and applied toward the payment payable, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Guarantee and although any of the Obligations owing is owed to a branch, office or Affiliate of such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iib) 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, the L/C Issuer Lender and their respective its Affiliates under this Section Article XI are in addition to other rights and remedies (including other rights of setoff) that which such Lender, L/C Issuer Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Guarantor and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. In addition toRegardless of the adequacy of any Collateral, and without limitation ofduring the continuance of any Event of Default, any rights deposits (general or specific, time or demand, provisional or final, regardless of the Lenders under applicable lawcurrency, if the Borrower becomes insolvent, however evidencedmaturity, or any Default occurs, any and all the branch where such deposits (including all account balances, whether provisional are held) or final and whether other sums credited by or not collected or available) and any other Indebtedness at any time held or owing by due from any Lender or any Affiliate thereof to the Borrowers and any securities or other property of the Borrowers in the possession of such Lender or any Lender Affiliate may, without notice to any Borrower (any such notice being expressly waived by Borrowers) but with the prior written approval of Agent, be applied to or for set off against the credit payment of Obligations and any and all other liabilities, direct, or account indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower may be offset Borrowers to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Borrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and applied toward shall retain and apply to the payment of the Obligations owing 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, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable Banks provided by law, if the any Borrower becomes insolvent, however evidenced, or any Default occursoccurs and is continuing, each Bank is authorized at any time 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 (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by any Lender or any Affiliate of any Lender by, such Bank to or for the credit or the account of the Borrower may be offset Borrowers against any and applied toward the payment of the all Obligations owing to such LenderBank, now or hereafter existing, irrespective of whether or not the Obligations, Administrative Agent or such Bank shall have made demand under this Agreement or any part hereof, shall then other Loan Document and although such Obligations may be duecontingent or unmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other LendersBanks, and (iib) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender, 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 Bank agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Bank; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable lawApplicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occursoccurs and is continuing, any 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 deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any of the Borrower with such Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied its Affiliates (“Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be dueare 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, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that in the event that if any Defaulting Lender shall exercise any exercises such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, and (iib) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, If (a) an Event of Default shall have occurred and without limitation of, any rights be continuing and (b) the principal of the Lenders under applicable Loans has been accelerated, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or and other obligations at any time owing by any Lender or any Affiliate of any such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be offset unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower a statement describing in reasonable detail the source and applied toward the payment amount of any deposits or other obligations owing by such Lender and the Obligations owing to such LenderLender as to which it exercised such right of setoff; and provided, whether or not the Obligationsfurther, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Issuing Bank, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender, L/C Issuer or their respective Affiliates Lender 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. In addition toIf an Event of Default shall have occurred and be continuing, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, 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) and any other Indebtedness at any time , but excluding deposits held in a trustee, fiduciary, agency or owing by any Lender similar capacity or any Affiliate of any Lender to or otherwise for the credit or account benefit of the Borrower may be offset and applied a third party) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that (a) promptly after any such setoff and application such Lender shall give notice to the Borrower (provided further that any failure to give such notice shall not affect the validity of such setoff and application under this Section), and (b) in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, The Company agrees that the Administrative Agent and without limitation of, any each Lender have all rights of the Lenders under set-off and bankers’ lien provided by applicable law, if and in addition thereto, the Borrower becomes insolventCompany agrees that at any time any Event of Default exists, however evidencedthe Administrative Agent, each Lender and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of any obligations of the Borrowers hereunder, whether or any Default occursnot then due, any and all deposits (including all account balances, whether provisional credits, deposits, accounts or final and whether moneys of the Borrowers then or not collected or available) and any other Indebtedness at any time held or owing by any thereafter with the Administrative Agent, such Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAffiliate; provided that in the event that if any Defaulting Lender shall exercise any such right of setoffset-off, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer each Issuing Lender and the other Lenders, and (iiy) 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 setoff. The rights set-off; provided further, that to the extent prohibited by applicable law as described in the definition of each Lender“Excluded Swap Obligation,” no amounts received from, the L/C Issuer and their respective Affiliates under this Section are in addition or set off with respect to, any Guarantor shall be applied to other rights and remedies (including other rights any Excluded Swap Obligations of setoff) that such Lender, L/C Issuer or their respective Affiliates may haveGuarantor. Each Lender and the L/C Issuer agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In addition to, to any Liens granted under the Loan Documents and without limitation of, any rights of the Lenders now or hereafter granted under applicable law, if upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower becomes insolventat any time or from time to time, however evidenced, or without notice to any Default occurs, Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (including all account balancesgeneral or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether provisional matured or final and whether or unmatured (but not collected or availableincluding trust accounts)) and any other Indebtedness at any time held or owing by any Lender such Lender, Issuing Bank or any Affiliate of any Lender their Affiliates to or for the credit or the account of any Borrower against and on account of the Borrower may be offset and applied toward the payment Obligations of the Obligations owing Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off such Lender or Issuing Bank shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and have made any demand hereunder or (ii) the Defaulting Lender Administrative Agent, at the request or with the consent of the Requisite Lenders, shall provide promptly have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to the Agent a statement describing in reasonable detail the be due and payable as permitted by Article XI and even though such 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 may be contingent or their respective Affiliates may haveunmatured. Each Lender and each Issuing Bank agrees that it shall not, without the L/C Issuer agrees express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower and the Agent promptly after now or hereafter maintained with such Lender, Issuing Bank or any such setoff and application, provided that the failure to give such notice shall not affect the validity Affiliate of such setoff and applicationeither of them.

Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, after obtaining the prior written consent of the Administrative Agent, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender, any Issuer, the Swing Line Lender or any such Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, the Issuer or the Swing Line Lender whether or not the Obligations, or any part hereof, shall then be due; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Each Lender, the L/C each 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 the Swing Line Lender and the L/C Issuer agrees 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. In addition toRegardless of the adequacy of any Collateral, and without limitation ofduring the continuance of any Event of Default, any rights 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 of Lenders to any of the Lenders under applicable law, if Loan Parties and any securities or other property of the Borrower becomes insolvent, however evidenced, Loan Parties in the possession of Agent or any Default occurs, Lender may be applied to or setoff against the payment of Obligations and any and all deposits (including all account balancesother liabilities, whether provisional direct, or final and whether indirect, absolute or not collected contingent, due or available) and any other Indebtedness at any time held to become due, now existing or owing by any Lender or any Affiliate of any Lender to or for the credit or account hereafter arising, of the Borrower may be offset and applied toward the payment of the Obligations owing Loan Parties, to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 §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, the L/C Issuer Agent and the other Lenders, and (iiy) 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, the L/C Issuer and their respective Affiliates Lender 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 Lender 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. In addition to, to any Liens granted under any of the Loan Documents and without limitation of, any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of the Lenders under applicable lawtheir respective Affiliates) is hereby authorized by Borrower at any time that an Event of Default exists, if the without notice to Borrower becomes insolvent, however evidenced, or any Default occurs, other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits deposits, general or special (including all account balances, Debt evidenced by certificates of deposit whether provisional matured or final and whether or unmatured (but not collected or availableincluding trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of Borrower against and on account of the Obligations of Borrower arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall not have a claim or cause of action against Agent or any Lender to or for any setoff made without the credit or account consent of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer Required Lenders and the other Lenders, and (ii) 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 validity 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 be impaired by the validity absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and applicationto the extent required by Section 12.5.

Setoff. 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 Borrower 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account prior written consent of the Borrower may be Administrative Agent, to offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuer, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition toIf an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and without limitation offrom time to time, any rights after obtaining the prior written consent of the Lenders under Administrative Agent, to the fullest extent permitted by applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by any Lender or any Affiliate of any such Lender to or for the credit or the account of the Borrower may be offset any Loan Party against any and applied toward the payment all of the Obligations owing obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender, irrespective of whether or not the Obligations, such Lender shall have made any demand under this Agreement or any part hereof, shall then be dueother Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates Lender may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. In 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, to (and without limitation of) any right of setoff, any rights bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the Lenders prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final) held by it 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 applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Note, or any Default occursother Loan Document, any 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 all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Administrative Agent, the L/C Issuer Fronting Banks and the other Lenders, Banks and (iiy) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, 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. In addition toAt any time during an Event of Default, the Administrative Agent, Lenders, and without limitation ofany of their Affiliates are authorized, any rights of to the Lenders under applicable lawfullest extent permitted by Applicable Law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by any the Administrative Agent, such Lender or any such Affiliate of any Lender to or for the credit or the account of the Borrower may be offset and applied toward the payment an Obligor against any Obligations, irrespective of the Obligations owing to such Lender, whether or not the ObligationsAdministrative Agent, such Lender or such Affiliate shall have made any demand under this Agreement or any part hereofother Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, shall then be due; provided such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness, provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Administrative Agent, the L/C Issuer and the other Lenders, and (iiy) 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, the L/C Issuer Lender and their respective Affiliates each such Affiliate 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 Person may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Agent promptly after any such setoff and applicationNOTWITHSTANDING THE FOREGOING, provided that the failure to give such notice shall not affect the validity of such setoff and applicationNO 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. In addition to, The Company agrees that the Administrative Agent and without limitation of, any each Lender have all rights of the Lenders under set-off and bankers’ lien provided by applicable law, if and in addition thereto, the Borrower becomes insolventCompany agrees that at any time any Event of Default exists, however evidencedthe Administrative Agent, each Lender and, to the extent permitted by applicable law, any Affiliate thereof, may apply to the payment of any obligations of the Company hereunder, whether or any Default occursnot then due, any and all balances, credits, deposits (including all account balancesexcluding deposits held in a trustee, whether provisional fiduciary, agency or final and whether similar capacity or not collected otherwise for the benefit of a third party), accounts or available) and any other Indebtedness at any time held moneys of the Company then or owing by any thereafter with the Administrative Agent, such Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAffiliate; provided that in the event that if any Defaulting Lender shall exercise any such right of setoffset-off, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) 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 setoff. The rights set-off; provided further, that to the extent prohibited by applicable law as described in the definition of each Lender“Excluded Swap Obligation,” no amounts received from, the L/C Issuer and their respective Affiliates under this Section are in addition or set off with respect to, any Guarantor shall be applied to other rights and remedies (including other rights any Excluded Swap Obligations of setoff) that such Lender, L/C Issuer or their respective Affiliates may haveGuarantor. Each Lender and the L/C Issuer agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In Subject to Section 3.3 and in addition toto 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 Administrative Agent or any Lender, and each Participant, at any time while an Event of Default exists, without limitation ofnotice to the Borrower or to any other Person, any rights such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders under applicable lawexercised in their sole discretion, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and to appropriate and to apply any and all deposits (including all account balancesgeneral or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether provisional matured or final and whether or not collected or availableunmatured)(other than deposits of an unaffiliated third party) and any other Indebtedness indebtedness at any time held or owing by any Lender or the Administrative Agent, such Lender, any Affiliate of any Lender the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower may be offset against and applied toward the payment on account of any of the Obligations owing to such LenderObligations, irrespective of whether or not any or all of the ObligationsLoans and all other Obligations have been declared to be, or any part hereofhave otherwise become, due and payable as permitted by Section 11.2, and although such Obligations shall then be due; provided that contingent or unmatured. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iiy) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the any Borrower becomes insolvent, however evidenced, or any Event of Default occursunder Section 7.2 occurs and is continuing, any and all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the such Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be due; provided that 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 other transaction for which any Borrower performs clearing or settlement services; and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) 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 Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iib) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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 promptly to notify the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and application, ; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In addition toSubject to Section 10.19, if an Event of Default shall have occurred and without limitation ofbe continuing, each Lender is hereby authorized at any rights time and from time to time, after obtaining the prior written consent of the Lenders under Administrative Agent (as directed by the Required Lenders), to the fullest extent permitted by applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by any Lender or any Affiliate of any such Lender to or for the credit or the account of the Borrower may be offset any Loan Party against any and applied toward the payment all of the Obligations owing obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender, irrespective of whether or not the Obligations, such Lender shall have made any demand under this Agreement or any part hereof, shall then be dueother Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the other LendersSecured Parties, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates Lender may have. Each Lender and the L/C Issuer 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. In addition to, and without limitation of, any rights of To the Lenders under extent permitted by applicable law, if regardless of the Borrower becomes insolventadequacy of any collateral, however evidencedduring the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks or any Default occursof their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any 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 successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all deposits (including all account balancesother liabilities, whether provisional direct, or final and whether indirect, absolute or not collected contingent, due or available) and any other Indebtedness at any time held to become due, now existing or owing by any Lender or any Affiliate hereafter arising, of any Lender to or for the credit or account of the such Borrower may be offset and applied toward the payment of the Obligations owing to such LenderBank; provided, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.13 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 Agent, the L/C Issuer Administrative Agent and the other LendersBank, and (iiy) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each of the Banks agrees with each Lenderother Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights 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 Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (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 Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such Lenderexcess payment is thereafter recovered from such Bank, L/C Issuer or their respective Affiliates may have. Each Lender such disposition and arrangements shall be rescinded and the L/C Issuer agrees amount restored 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 extent of such setoff and application.recovery, but without interest. 61 AMERICAS/2023306744.4

Setoff. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable lawprovided by Law, if upon the Borrower becomes insolventoccurrence and during the continuance of any Event of Default, however evidencedafter obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrowers or any Default occursother Loan Party, any such notice being waived by each of the Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final final) at any time held by, and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any by, such Lender to or for the credit or the account of the Borrower may be offset respective Loan Parties against any and applied toward the payment of the all Obligations owing to such LenderLender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Obligations, such Agent or such Lender shall have made demand under this Agreement or any part hereof, shall then other Loan Document and although such Obligations may be due; provided contingent or unmatured or denominated in a currency different from that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 applicable deposit or their respective Affiliates may haveIndebtedness. Each Lender and the L/C Issuer agrees promptly to notify the BV Borrower and the Administrative Agent promptly after any such setoff set off and application, 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. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of any Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (a) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. 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 occursoccurs and is continuing, any and all deposits (including all account balances, whether provisional or 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 any Borrower authorizes each Lender to or for the credit or account of the Borrower may be offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuer, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In 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, to (and without limitation of) any right of setoff, any rights bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the Lenders prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final) held by it 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 applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Notes, or any Default occursother Loan Document, any 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 all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Banks and (iiy) 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. 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. In addition toWhenever 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 without limitation of, any rights and all claims of the Lenders 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 applicable lawany other Loan Document, if the Borrower becomes insolvent, however evidencedwhether or not such indebtedness, or any Default occurspart 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 and all deposits (including all account balancescollateral, whether provisional guaranty or final and whether or not collected or available) and any other Indebtedness at security, right or remedy available to the Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of any time held or owing by any Lender or any Affiliate such setoff right, it shall notify the Agent and the Company of its exercise of such setoff right; provided, however, that the failure of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 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 applicationcounterclaim available to any Lender pursuant to law.

Setoff. In addition toIf an Event of Default shall have occurred and be continuing, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, 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) and any other Indebtedness at any time , but excluding deposits held in a trustee, fiduciary, agency or owing by any Lender similar capacity or any Affiliate of any Lender to or otherwise for the credit or account benefit of the Borrower may be offset and applied a third party) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided, that (a) promptly after any such setoff and application such Lender shall give notice to the Borrower (provided further that any failure to give such notice shall not affect the validity of such setoff and application under this Section), and (b) in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuers, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, and without Without limitation of, of any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, any Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, to offset and apply all deposits 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) and any other Indebtedness at any time held or owing by any of the Borrower with such Lender or any Affiliate of any such Lender to or for (the credit or account of the Borrower may be offset and applied “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be dueare contingent or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuer, and the other Lenders, and (iib) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower any Loan Party may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender 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 Lender may have. Each Lender and the L/C Issuer agrees to notify the Borrower 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. In addition to, and without limitation of, any rights of the Lenders under applicable lawApplicable Law, if the Borrower becomes insolvent, however evidenced, or any Event of Default occurs, any 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 deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any of such Guarantor with such Lender or any Affiliate of any such Lender to or for (the credit or account of the Borrower may be offset and applied “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be dueare 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, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that in the event that if any Defaulting Lender shall exercise any exercises such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Administrative Agent, the L/C Issuer Issuing Bank, and the other Lenders, and (iib) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition to, If (a) an Event of Default shall have occurred and without limitation of, any rights be continuing and (b) the principal of the Lenders under applicable Loans has been accelerated, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or and other obligations at any time owing by any Lender or any Affiliate of any such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be offset unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower a statement describing in reasonable detail the source and applied toward the payment amount of any deposits or other obligations owing by such Lender and the Obligations owing to such LenderLender as to which it exercised such right of setoff; and provided, whether or not the Obligationsfurther, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Issuing Banks, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender, L/C Issuer or their respective Affiliates Lender 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. In addition to, to and without not in limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 any Bank or their respective Affiliates other holder of any Note may have, any Bank or such other holder shall, upon the occurrence of any Event of Default described in Section 12.1 or any Unmatured Event of Default described in Section 12.1(e), have the right to appropriate and apply to the payment of any and all Loans and other liabilities of the Company 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 special, time or demand, provisional or final), accounts or moneys of the Company then or thereafter with such Bank or such other holder other than any lock box account and any other operating account. Each Lender Any Bank shall promptly advise the Agent and the L/C Issuer agrees to notify the Borrower and the Agent promptly after Company of any such setoff and application, provided that the application but failure to give such notice do so shall not affect the validity of such setoff and application.. To secure the payment of such Loans and other liabilities, the Company hereby grants the Agent, for the benefit of the Banks, the Agent and each such other holder a continuing security interest in such balances, credits, deposits, accounts or moneys, and each Bank is hereby appointed and accepts appointment as the agent of the Agent for purposes of maintaining and retaining possession of such 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 legally enforceable prior claim to such proceeds under applicable law, such Bank shall, upon receipt of evidence reasonably satisfactory to such Bank and the Agent establishing such legally enforceable prior claim of such other Person, turn over such amounts to the Company or as

Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the any Borrower may be offset and applied toward the payment of the Obligations of such Borrower (or in the case of any Setoff of amounts owning to or for the credit or account of Whirlpool, toward the payment of the Obligations of any other Borrower) owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Issuing Lenders, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender 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 Lender may have. Each Lender and the L/C Issuer 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. In 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, to (and without limitation of) any right of setoff, any rights bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the Lenders prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final) held by it 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 applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Note, or any Default occursother Loan Document, any 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 all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Administrative Agent, the L/C Issuer Fronting Banks and the other Lenders, Banks and (iiy) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, 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. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable provided by law, if upon the occurrence and during the continuance of a Fund Group Event of 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 becomes insolvent, however evidenced, or any Default occursother 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 (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by any by, such Lender or any Affiliate the Letter of any Lender Credit Issuer to or for the credit or the account of the Borrower may be offset Borrowers in such Fund Group against any and applied toward the payment all of the Obligations (in whatever currency) owing to such LenderLender or the Letter of Credit Issuer, now or hereafter existing, irrespective of whether or not the Obligations, Administrative Agent or such Lender shall have made demand under this Credit Agreement or any part hereof, shall then other Loan Document and although such Obligations may be due; provided that contingent or unmatured or are owed to a branch or office of such Lender or the Letter of Credit Issuer in respect of the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately Loans to the Agent for further application Fund Parties in accordance with such Fund Group different from the provisions of Section 2.22 and, pending branch or office holding such payment, shall be segregated by deposit or obligated on such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the L/C Issuer and the other Lenders, and (ii) 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 setoffindebtedness. The rights of each Lender, Lender and the L/C Letter of Credit Issuer and their respective Affiliates under this Section 13.02 are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Lender or the Letter of Credit Issuer or their respective Affiliates may have. Each Lender and the L/C Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Setoff. In 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 right, in addition toto all other rights and remedies available to it, and without limitation ofis hereby authorized, any rights of to the Lenders under extent permitted by applicable law, if at any time and from time to time, without notice to the Borrower becomes insolventCompany (any such notice being hereby expressly waived by the Company), however evidenced, or any Default occurs, to setoff and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held and other indebtedness (whether or not then due and payable) at any time owing by any Lender or any Affiliate of any Lender the Depositary to or for the credit or the account of the Borrower may be offset Company or any Guarantor, against any and applied toward the payment all of the Obligations owing to such Lender, of the Company or any Guarantor now or hereafter existing under this Agreement irrespective of whether or not the Obligations, or Depositary shall have made any part hereof, shall then demand for satisfaction of such Obligations and although such Obligations may be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 haveunmatured. Each Lender and the L/C Issuer Depositary agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Depositary under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff which such Depositary may have hereunder or under any applicable law). Each Depositary agrees that (i) if it shall exercise any such right of banker's lien, setoff, counterclaim or similar right pursuant hereto, it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion of the Loans held by it in excess of the proportion of the Loans of each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the 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 Loans owed to them, and in each case it shall promptly remit to each such Depositary the amount of the 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 Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any portion of any such excess payment is thereafter recovered from the Depositary which received the same, the purchase provided for herein shall be deemed to have been rescinded to the extent of such recovery, without interest.

Setoff. In (a) Subject to Section 14.13, in addition toto any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence and during the continuance of an Event of Default hereunder, 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 any of their Affiliates to reduce the Obligations or Sand Tiger’s Obligations, in the case of Sand Tiger, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. (including all account balances, whether provisional or final and whether or not collected or availableb) and any other Indebtedness at any time held or owing by If any Lender shall, by exercising any right of setoff or any Affiliate counterclaim or otherwise, obtain payment in respect of any Lender to or for the credit or account principal of any of the Borrower may be offset and applied toward the Advances made by it resulting in such Lender’s receiving payment of a proportion of the Obligations owing to aggregate amount of such LenderAdvances, whether or not greater than its pro rata share thereof as provided herein, then the Obligations, or any part hereof, Lender receiving such greater proportion shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to notify the Agent for further application in accordance with the provisions writing of 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, the L/C Issuer and the other Lendersfact, and (iib) purchase (for cash at face value) a pro rata portion of the Defaulting outstanding Advances (and participation interests in Letters of Credit) of each of the other Lenders (and such 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 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 were a direct creditor of such setoff and applicationBorrower in the amount of such participation.

Setoff. In addition toIf an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and without limitation offrom time to time, any rights after obtaining the prior written consent of the Lenders under Administrative Agent, to the fullest extent permitted by applicable lawLaw, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever 279 currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by any Lender or any Affiliate of any such Lender to or for the credit or the account of the Borrower may be offset any Loan Party against any and applied toward the payment all of the Obligations owing obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender, irrespective of whether or not the Obligations, such Lender shall have made any demand under this Agreement or any part hereof, shall then be dueother Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates Lender may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. In addition toIf an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and without limitation offrom time to time, any rights after obtaining the prior written consent of the Lenders under Administrative Agent, to the fullest extent permitted by applicable lawLaw, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by any such Lender or any Affiliate of any such Lender to or for the credit or the account of the Borrower may be offset any Loan Party against any and applied toward the payment all of the Obligations owing obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender or any Affiliate of such Lender, irrespective of whether or not the Obligations, such Lender or any part hereof, Affiliate of such Lender shall then be duehave made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section 10.9 are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates Lender may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. In 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, to (and without limitation of) any right of setoff, any rights bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the Lenders prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final) held by it 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 applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Note, or any Default occursother Loan Document, any 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 all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Fronting Banks and the other Lenders, Banks and (iiy) 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. 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower Whirlpool may be offset and applied toward the payment of the Obligations of Whirlpool owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender 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 Lender may have. Each Lender and the L/C Issuer agrees to notify the Borrower 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. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable lawprovided by Law, if upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower becomes insolvent, however evidenced, or any Default occursother 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 (including all account balancesgeneral or special, whether time or demand, provisional or final final) at any time held by, and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any by, such Lender to or for the credit or the account of the Borrower may be offset respective Loan Parties against any and applied toward the payment of the all Loan Obligations owing to such LenderLender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Obligations, such Lender shall have made demand under this Agreement or any part hereof, shall then other Loan Document and although such Loan Obligations may be duecontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iiy) 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. 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 promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and application, 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. 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 the any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, any and all deposits (including all account balancessuch Borrower authorizes each Lender, whether provisional or 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 any Lender to or for with the credit or account prior written consent of the Borrower may be Administrative Agent, to offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuers and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. (a) In addition toto any rights and remedies of the Credit Bank provided by law, and the Credit Bank shall have the right, without limitation ofprior notice to the Lessor, any rights of such notice being expressly waived by the Lenders under Lessor to the extent permitted by applicable law, if on the Borrower becomes insolventoccurrence of any Credit Event of Default, however evidencedto set off and apply against any indebtedness, whether matured or any Default occursunmatured, of the Lessor to the Credit Bank, any and all deposits amount owing from the Credit Bank to the Lessor (including all account balanceswhether matured or unmatured), whether provisional at or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate after the happening of any Lender to or for the credit or account such Credit Event of the Borrower may be offset Default, and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff may be exercised by the Credit Bank against the Lessor or against a debtor-in-possession, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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 the AgentLessor, or against anyone else claiming through or against the L/C Issuer and Lessor or such debtor-in-possession, assignee for the other Lendersbenefit of creditors, and (ii) receiver or execution, judgment or attachment creditor, notwithstanding 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 fact that such right of setoffset off shall not have been exercised by the Credit Bank before the occurrence of any such Credit Event of Default. 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 Credit Bank agrees promptly to notify the Borrower and the Agent promptly Lessor after any such setoff and applicationapplication made by the Credit Bank, provided that the PROVIDED THAT failure to give such notice shall not affect the validity of such setoff and application. (b) Notwithstanding the provisions of paragraph (a) of this SECTION 6.15, the Credit Bank hereby agrees to waive the exercise of such right of set off and application with respect to the Lessor's obligations existing under this Agreement at any time after commencement of a case in bankruptcy or reorganization naming the Lessor as debtor.

Setoff. In addition toEach Lender and its Affiliates shall, upon the occurrence and without limitation ofduring the continuance of any Event of Default described in clauses (g) and (h) of Section 9.1 or, any rights with the consent of the Lenders under applicable lawRequired Lenders, if upon the Borrower becomes insolvent, however evidenced, or any Default occurs, any occurrence and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and during the continuance of any other Indebtedness at any time held or owing by any Lender or any Affiliate Event of any Lender Default, have the right to or for the credit or account of the Borrower may be offset appropriate and applied toward apply to the payment of the Obligations owing to such Lender, it (whether or not then due), any and all balances, credits, deposits, accounts or moneys of the Obligations, Company then or any part hereof, shall then be duethereafter 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 Person or its Affiliates; provided that, the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (ix) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iiy) 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 Lender, the L/C Issuer and their respective Affiliates Secured Party under this Section are in addition to other rights and remedies (including other rights of setoffsetoff under law or otherwise) that which such Lender, L/C Issuer or their respective Affiliates Secured Party 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. In addition toIf a Default shall have occurred and be continuing, each Buyer, and without limitation ofeach of their respective Affiliates, is hereby authorized at any rights of time and from time to time, to the Lenders under fullest extent permitted by applicable lawLaw, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal, in whatever currency) and any other Indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by any Lender such Buyer or any Affiliate of any Lender such Affiliate, to or for the credit or the account of the Borrower may be offset Seller against any and applied toward the payment all of the Obligations owing obligations of the Seller now or hereafter existing under this Agreement or any other Repurchase Document to such LenderBuyer or their respective Affiliates, irrespective of whether or not the Obligationssuch Buyer, or Affiliate shall have made any part hereof, shall then demand under this Agreement or any other related document and although such obligations of the Seller may be duecontingent or unmatured or are owed to an Affiliate of such Buyer different from the Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off of setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer and the other Lenders, and (ii) 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 setoffBuyers. The rights of each Lender, the L/C Issuer Buyer 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 Buyer or their respective Affiliates may have. Each Lender and the L/C Issuer Buyer agrees to notify the Borrower Seller 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. In addition to, The Company agrees that the Administrative Agent and without limitation of, any each Lender have all rights of the Lenders under setoff and bankers’ lien provided by applicable law, if and in addition thereto, the Borrower 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 other Indebtedness Company agrees that at any time held or owing by any Event of Default exists, the Administrative Agent and each Lender or any Affiliate of any Lender may apply to or for the credit or account of the Borrower may be offset and applied toward the payment of any obligations of the Obligations owing to such LenderBorrowers hereunder, whether or not then due, all balances, credits, deposits, accounts or moneys of the ObligationsBorrowers then or thereafter with the Administrative Agent or such Lender; provided, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Issuing Lenders and the other Lenders, and (iiy) 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, the L/C Issuer 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, L/C Issuer such Lender or their respective Affiliates may have. Each Issuing Lender and the L/C Issuer each other Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. In addition to, and without limitation ofDuring the continuance of any Event of Default, any rights deposits or other sums credited by or due from any of the Lenders under applicable law, if Holders to the Borrower becomes insolvent, however evidenced, Company and any securities or any Default occurs, other property of the Company in the possession of such Holder may be applied to or set off by such Holder against the payment of Obligations and any and all deposits (including all account balancesother liabilities, whether provisional direct, or final and whether indirect, absolute or not collected contingent, due or available) and any other Indebtedness at any time held to become due, now 71 -65- existing or owing by any Lender or any Affiliate of any Lender to or for the credit or account hereafter arising, of the Borrower may be offset and applied toward the payment Company to such Holder. Each of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided Holders agrees with each other Holder that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so 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 paid over immediately applied ratably to such other Indebtedness and to the Agent for further application in accordance with the provisions of Section 2.22 and, pending Indebtedness evidenced by all such payment, shall be segregated Notes held by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the L/C Issuer and the other LendersHolder, and (ii) if such Holder shall receive from the Defaulting Lender shall provide promptly to Company, whether by voluntary payment, exercise of 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 , 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 Holder any amount in excess of its ratable portion of the payments received by all of the Holders with respect to the Notes held by all of the Holders, such Holder will make such disposition and arrangements with the other Holders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each LenderHolder receiving in respect of the Notes held by it, the L/C Issuer its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Holder, such disposition 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 arrangements shall be rescinded and the L/C Issuer agrees amount restored 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. In 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 right, in addition toto all other rights and remedies available to it, and without limitation ofis hereby authorized, any rights of to the Lenders under extent permitted by applicable law, if at any time and from time to time, during the Borrower becomes insolventcontinuance of such Event of Default without notice to the Company (any such notice being hereby expressly waived by the Company), however evidenced, or any Default occurs, to setoff and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held and other indebtedness (whether or not then due and payable) at any time owing by any Lender or any Affiliate of any Lender the Depositary to or for the credit or the account of the Borrower may be offset and applied toward Company, against any of or all the payment Obligations of the Obligations owing to such Lender, Company now or hereafter existing under this Agreement irrespective of whether or not the Obligations, or Depositary shall have made any part hereof, shall then demand for satisfaction of such Obligations and although such Obligations may be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 haveunmatured. Each Lender and the L/C Issuer Depositary agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Depositary under this Section are in addition to other rights and remedies (including other rights of setoff which such Depositary may have hereunder or under any applicable law). Each Depositary agrees that (i) if it shall exercise any such right of banker's lien, setoff, counterclaim or similar right pursuant hereto, it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion of the Loans held by it in excess of the proportion of the Loans of each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the 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 Loans owed to them, and in each case it shall promptly remit to each such Depositary the amount of the 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 Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any portion of any such excess payment is thereafter recovered from the Depositary which received the same, the purchase provided for herein shall be deemed to have been rescinded to the extent of such recovery, without interest.

Setoff. In addition toBorrower and each other Loan Party agrees that Agent and each Lender have all rights of set-off and bankers’ lien provided by Applicable Law, and without limitation ofin addition thereto, Borrower and each other Loan Party, agrees that at any rights time any Event of Default exists, Agent and each Lender may apply to the Lenders under applicable law, if the payment of any Obligations of Borrower becomes insolvent, however evidenced, or any Default occurs, and each other Loan Party due and payable hereunder at such time any and all deposits (including all account balances, whether provisional credits, deposits, accounts or final moneys of Borrower and whether each other Loan Party then or not collected thereafter with Agent or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ia) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Agent and the other Lenders, and (iib) 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. 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. In addition to, and without limitation of, any rights of To the Lenders under extent permitted by applicable law, if regardless of the Borrower becomes insolventadequacy of any collateral, however evidencedduring the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks or any Default occursof their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any 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 successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all deposits (including all account balancesother liabilities, whether provisional direct, or final and whether indirect, absolute or not collected contingent, due or available) and any other Indebtedness at any time held to become due, now existing or owing by any Lender or any Affiliate hereafter arising, of any Lender to or for the credit or account of the such Borrower may be offset and applied toward the payment of the Obligations owing to such LenderBank; provided, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.9 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 Agent, the L/C Issuer Administrative Agent and the other LendersBank, and (iiy) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights Each of the Banks agrees with each Lenderother Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights 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 Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.9, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any 44 Americas 91904575 (2K) that part of such Lenderexcess payment is thereafter recovered from such Bank, L/C Issuer or their respective Affiliates may have. Each Lender such disposition and arrangements shall be rescinded and the L/C Issuer agrees amount restored 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable provided by law, if an Event of Default exists, each Lender is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower becomes insolventto the fullest extent permitted by law, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by any Lender or any Affiliate of any to, such Lender to or for the credit or the account of the Borrower may be offset against any and applied toward the payment of the Obligations all obligations owing to such Lender, now or hereafter existing, irrespective of whether the Agent or not the Obligations, such Lender shall have made demand under this Agreement or any part hereof, shall then Loan Document and whether such obligations may be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 contingent or their respective Affiliates may haveunmatured. Each Lender and the L/C Issuer agrees to promptly notify the Borrower and the Agent promptly after any such setoff and applicationapplication made by such Lender; provided, 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) that such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, LENDER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER, THE REIT, OR ANY SUBSIDIARY OR ANY HELD OR MAINTAINED BY THE LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. In addition toEach Lender, Swingline Bank and LC Issuing Bank may at any time upon or after the occurrence and during the continuance of an Event of Default, and without limitation ofnotice to the Borrower, any rights of set-off against the Lenders under applicable law, if the Borrower 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account Obligations of the Borrower may be offset under this Agreement the whole or any portion or portions of any or all deposits and applied toward the payment of the Obligations owing to other sums credited by or due from such Lender, Swingline Bank or LC Issuing Bank to the Borrower or subject to withdrawal by the Borrower, whether or not the Obligations, any other Person or any part hereof, shall then be duePersons could also withdraw money therefrom; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Administrative Agent, the L/C Issuer LC Issuing Banks, the Swingline Banks and the other Lenders, and (iiy) 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, the L/C Issuer Swingline Bank and their respective Affiliates 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, L/C Issuer or their respective Affiliates may have. Each Lender Swingline Bank and the L/C Issuer 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. 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 the any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, any and all deposits (including all account balances, whether provisional or 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 any such Borrower authorizes each Lender to or for the credit or account of the Borrower may be offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuers and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition toEach Lender shall, upon the occurrence of any Event of Default and without limitation of, any rights with the consent of the Lenders Required Lenders, to the extent permitted under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any appropriate and all deposits (including all account balances, whether provisional or 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 any Lender apply to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, it (whether or not then due), and (as security for such Obligations) the ObligationsBorrower hereby grants to each Lender a continuing security interest in, any and all balances, credits, deposits, accounts or any part hereofmoneys of the Borrower then or thereafter maintained with such Lender; provided, shall then be due; provided however, that in the event that any Defaulting Lender shall exercise (a) any such right of setoff, (i) all amounts so set off appropriation and application shall be paid over immediately subject to the Agent for further application in accordance with the provisions of Section 2.22 and, pending 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) and (b) no Lender from its other funds and deemed held in trust for the benefit may setoff against or apply any such balances, credits, deposits, accounts or moneys of the Agent, the L/C Issuer and the Borrower to any Obligations other Lenders, and (ii) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail than the Obligations owing of the Borrower; but the failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffsetoff and application). The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including other rights of setoffsetoff under applicable law or otherwise) that which such Lender, L/C Issuer or their respective Affiliates Lender may have. Each Lender shall, subject to the requirements of this Section, be permitted to appropriate and apply any moneys in any currency (the L/C Issuer agrees “First Currency”) to notify Obligations denominated in any other currency (the Borrower and “Second Currency”) by calculating the Agent promptly after any 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 setoff and applicationFirst Currency in New York, provided that New York, at the failure to give open of business on such notice shall not affect the validity of such setoff and applicationdate.

Setoff. In addition toRegardless of the adequacy of any Collateral, and without limitation ofduring the continuance of any Event of Default, any rights 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 of Lenders to any of the Lenders under applicable law, if Loan Parties and any securities or other property of the Borrower becomes insolvent, however evidenced, Loan Parties in the possession of Agent or any Default occurs, Lender may be applied to or setoff against the payment of Obligations and any and all deposits (including all account balancesother liabilities, whether provisional direct, or final and whether indirect, absolute or not collected contingent, due or available) and any other Indebtedness at any time held to become due, now existing or owing by any Lender or any Affiliate of any Lender to or for the credit or account hereafter arising, of the Borrower may be offset and applied toward the payment of the Obligations owing Loan Parties, to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off setoff shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Agent and the other Lenders, and (iiy) 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, the L/C Issuer and their respective Affiliates Lender 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 Lender 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. In addition toWhenever 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 without limitation of, any rights and all claims of the Lenders 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 applicable lawany other Loan Document, if the Borrower becomes insolvent, however evidencedwhether or not such indebtedness, or any Default occurspart 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 and all deposits (including all account balancescollateral, whether provisional guaranty or final and whether or not collected or available) and any other Indebtedness at security, right or remedy available to the Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of any time held or owing by any Lender or any Affiliate such setoff right, it shall notify the Agent and the Company of its exercise of such setoff right; provided, however, that the failure of any Lender to or for provide such notice shall not effect the credit or account validity of the Borrower may exercise of such setoff rights. Nothing in this Agreement shall be offset deemed a waiver or prohibition of or restriction on any rights of banker’s lien, setoff and applied toward the payment of the Obligations owing counterclaim available to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that Lender pursuant to law. If any Defaulting Lender shall exercise any such having outstanding Committed Loans and Bid Loans exercises its right of setoff, (i) all amounts so it shall apply the product of such set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing first to such Defaulting Lender as Lender’s Committed Loans, until its Committed Loans are reduced to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer zero and their respective Affiliates under this Section are in addition thereafter 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 applicationits Bid Loans.

Setoff. In 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 right, in addition toto all other rights and remedies available to it, and without limitation ofis hereby authorized, any rights of to the Lenders under extent permitted by applicable law, if at any time and from time to time, without notice to the Borrower becomes insolventCompany (any such notice being hereby expressly waived by the Company), however evidenced, or any Default occurs, to setoff and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held and other indebtedness (whether or not then due and payable) at any time owing by any Lender or any Affiliate of any Lender the Depositary to or for the credit or the account of the Borrower may be offset Company, against any and applied toward the payment all of the Obligations owing to such Lender, obligations of the Company now or hereafter existing under this Agreement irrespective of whether or not the Obligations, or Depositary shall have made any part hereof, shall then demand for satisfaction of such obligations and although such obligations may be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 haveunmatured. Each Lender and the L/C Issuer Depositary agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.. The rights of each Depositary under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff which such Depositary may have hereunder or under any applicable law). Each Depositary agrees that (i) if it shall exercise any such right of banker's lien, setoff, counterclaim or similar right pursuant hereto, it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion of the Loans held by it in excess of the proportion of the Loans of each

Setoff. In Borrower agrees that, in addition to, to (and without limitation of) any right of setoff, any rights bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, subject to receipt of the Lenders prior written consent of the Required Banks exercised in their sole discretion, to offset balances (general or special, time or demand, provisional or final) held by it 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 applicable law, if the Borrower becomes insolvent, however evidencedthis Agreement or such Bank’s Note, or any Default occursother Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), any in which case it shall promptly notify Borrower and all deposits (including all account balances, whether provisional or 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 any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be dueAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other LendersBanks, and (iiy) 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, Payments by Borrower hereunder or under 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 Loan Documents shall be made without setoff 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 applicationcounterclaim.

Setoff. In addition toRegardless of the adequacy of any Collateral, and without limitation ofduring the continuance of any Event of Default, any rights 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 Borrowers and any securities or other property of the Borrowers in the possession of such Lender may, without notice to any Borrower (any such notice being expressly waived by Borrowers) but with the prior written approval of 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 Borrowers to such Lender. Each of the Lenders under applicable lawagrees with each other Lender that if such Lender shall receive from a Borrower, if whether by voluntary payment, exercise of the Borrower becomes insolvent, however evidencedright of setoff, or any Default occursotherwise, any and all deposits (including all account balances, whether provisional or final shall retain and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender apply to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing 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, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 extent of such setoff and applicationrecovery, but without interest.

Setoff. 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 occursoccurs and is continuing, any and all deposits (including all account balances, whether provisional or 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 any Borrower authorizes each Lender to or for the credit or account of the Borrower may be offset and applied apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be duedue and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer LC Issuers, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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. In addition toIf a Default shall have occurred and be continuing, each Lender and without limitation ofeach of its Affiliates is hereby authorized at any time and from time to time, any rights of to the Lenders under applicable fullest extent permitted by law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or and other obligations at any time owing by any such Lender or any Affiliate of any Lender to or for the credit or the account of the Borrower may be offset against any of and applied toward all the payment Obligations of the Obligations owing to Borrower now or hereafter existing under this Agreement held by such LenderLender or Affiliate, irrespective of whether or not the Obligationssuch Lender shall have made any demand under this Agreement and although such Obligations may be unmatured; provided, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender under this Section 11.01 are in addition to other rights and remedies (including other rights of setoff) that which such Lender, L/C Issuer or their respective Affiliates Lender 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. In Subject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, in addition toto all liens upon, and rights of setoff against, the monies, securities or other property of Borrower or any other person or entity who is or may become liable hereunder given to Bank by law, subject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, Bank shall have a lien and a right of setoff against all monies, securities and other property of Borrower now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account or deposit including, without limitation oflimitation, any rights of the Lenders under applicable law, if the account or deposit held jointly by Borrower becomes insolvent, however evidencedwith any other person or entity, or any Default occursfor safekeeping or otherwise, any except to the extent specifically prohibited by law. Every such lien and all deposits (including all account balancesright of setoff may be exercised only upon the occurrence and during the continuance of an Event of Default, whether provisional or final and whether or not collected or available) and any other Indebtedness but at any such time held may be exercised without demand upon or owing notice to Borrower. No lien or right of setoff shall be deemed to have been waived by any Lender act or conduct on the part of Bank, by any Affiliate of any Lender neglect to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff or to enforce such lien, (i) all amounts or by any delay in so set off doing. At any time an Event of Default exists, Bank shall be paid over immediately entitled to exercise the rights of setoff and/or banker’s lien against the interests of Borrower in and to each and every account and other property of Borrower which are in the possession of Bank to the Agent for further application in accordance with the provisions of 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 extent of the Agentfull amount of any unpaid Indebtedness, the L/C Issuer provided that such Indebtedness has become due and the other Lenders, and (ii) 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 setoffpayable. The rights and remedies of each Lender, the L/C Issuer and their respective Affiliates under this Section Bank hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates which Bank 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender its Affiliates to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such LenderLender at any time prior to the date that such Default has been fully cured, whether or not the Obligations, or any part hereof, shall then be due; provided that , subject to Section 11.2, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iiy) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower or the 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower or the Company may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due; provided that in . In the event that any Defaulting Lender shall exercise exercises any such right of setoff, (ix) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Administrative Agent, the L/C Issuer applicable Issuing Bank, the Swing Line Lender and the other Lenders, Lenders and (iiy) 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 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if Parent or the Borrower 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 other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender its Affiliates to or for the credit or account of Parent or the Borrower may be offset and applied toward the payment of the Obligations owing to such LenderLender at any time prior to the date that such Default has been fully cured, whether or not the Obligations, or any part hereof, shall then be due; provided that , subject to Section 11.2, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be unmatured. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 Agent, the L/C Issuer Administrative Agent and the other Lenders, Lenders and (iiy) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, 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. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower 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 other Indebtedness indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the any Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereofthereof, shall then be due, matured or unmatured, contingent or non-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (ix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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, the L/C Issuer Issuing Lenders, and the other Lenders, and (iiy) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates Lender 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 Lender may have. Each Lender and the L/C Issuer 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. In addition to, and without limitation of, to any rights and remedies of the Lenders under applicable provided by law, if an Event of Default exists, each Lender is authorized at any time and from time to time, without prior notice to the Borrower becomes insolventBorrowers, however evidencedany such notice being waived by the Borrowers to the fullest extent permitted by law, or any Default occurs, to set off and apply any and all deposits (including all account balancesgeneral or special, whether time or demand, provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by any Lender or any Affiliate of any to, such Lender to or for the credit or the account of the Borrower may be offset Borrowers against any and applied toward the payment of the all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Obligations, Agent or such Lender shall have made demand under this Agreement or any part hereof, shall then Loan Document and although such Obligations may be due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 contingent or their respective Affiliates may haveunmatured. Each Lender and the L/C Issuer agrees promptly to notify the Borrower Borrowers and the Agent promptly after any such setoff and applicationapplication made by such Lender; provided, 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. In The Borrower agrees that, in addition to, to (and without limitation of) any right of setoff, banker's lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option without any rights of prior notice to Borrower (any such notice being expressly waived by the Lenders under Borrower to the extent permitted by applicable law), if the Borrower becomes insolventto offset balances (general or special, however evidencedtime or demand, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or availablefinal) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or it for the credit or account of the Borrower may be offset and applied toward at any offices of such Bank or any of its Affiliates, in Dollars or in any other currency, against any amount payable by the payment of the Obligations owing Borrower to such LenderBank under this Agreement or such Bank's Revolving Credit Note which is not paid when due (regardless of whether such balances are then due to the Borrower), whether or not in which case it shall promptly notify the Obligations, or any part hereof, shall then be dueBorrower thereof; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of 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, the L/C Issuer and the other Lenders, and (ii) 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 Bank's failure to give such notice shall not affect the validity of such thereof. ANY AND ALL RIGHTS TO REQUIRE A BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE OBLIGATIONS OF THE BORROWER HEREUNDER, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE BORROWER. Payments by the Borrower thereof hereunder shall be made without setoff and applicationor counterclaim.