Common use of Set-Off Clause in Contracts

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Lender and its Affiliates each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower Company or such Guarantor any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law regulations and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Purchaser is hereby authorized by each Borrower and each Guarantor the Company at any time or from time to time, without notice or demand to any Borrower, any Guarantor the Company or to any other Person, any such notice or demand being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness or other amounts at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Company or affiliate, any Subsidiary to or for the credit or the account of such Borrower the Company or such Guarantor, whether or not matured, any of its Affiliates against and on account of any amounts due by the Obligations Company or any of its Affiliates to such Borrower or such Guarantor Purchaser under any Transaction Documents (including from the purchase price to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsbe disbursed hereunder), irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Purchaser shall have made any demand hereunder or (b) the principal of or the interest on the Loans and Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate or application, such Purchaser receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor Lender may at any time or and from time to time, without notice to Borrower but subject to the provisions of Section 10.3 hereof (any Borrower, any Guarantor or to any other Person, any requirement for such notice being hereby expressly waivedwaived by Borrower), setoff and apply against any and all of the obligations of Borrower now or hereafter existing under this Agreement, whether owing to set-off and to appropriate and to apply such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account any property of the Obligations Borrower from time to time in possession of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, such deposits held or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by Agent or unmaturedany Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to Agent and Borrower of the occurrence thereof. Borrower hereby grants to the Lenders and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of Borrower under this Agreement. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by each Borrower and each Guarantor the Credit Parties at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the participations under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each of its Subsidiaries against and on account of the Obligations of such Borrower Company or such Guarantor any of its Subsidiaries to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, L/C Issuer, or subsequent holder under the Letters of Credit and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Revolving Loan DocumentsNotes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents Applicable Law or applicable law otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender (and each of their respective affiliates, its Affiliates) is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without presentment, demand, protest or other notice to of any Borrower, any Guarantor or to any other Person, any kind (all of such notice rights being hereby expressly waived), to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsspecific) and any other indebtedness at any time held or owing by that Lendersuch Lender (including, L/C Issuerwithout limitation, subsequent holderbranches, agencies or affiliate, Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against obligations and on account liabilities of the Obligations of such Borrower or such Guarantor to that Lenderthe Lenders hereunder, L/C Issuer, or subsequent holder under the Loans and Notes, under the other Loan Documents, including, but not limited to, all claims of any nature Documents or description arising out of or connected with the Loan Documentsotherwise, irrespective of whether the Agent or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Regulations and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Purchaser Party is hereby authorized by each Borrower and each Guarantor the Company Parties at any time or from time to time, without notice or demand to any Borrower, any Guarantor Company Party or to any other Person, any such notice or demand being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness or other amounts at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Company Party to or for the credit or the account of such Borrower any Company Party or such Guarantor, whether or not matured, any of their Related Parties against and on account of any amounts due by any Company Party or any of their Related Parties to any Purchaser Party under any Transaction Documents (including from the Obligations of such Borrower or such Guarantor Purchase Price to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsbe disbursed hereunder), irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Purchaser Party shall have made any demand hereunder or (b) the principal of or the interest on the Loans and Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate or application, such Purchaser Party receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts or payroll accounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, is Affiliates are hereby authorized by each Borrower and each Guarantor Credit Party, at any time or from time to time, subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) accounts (in whatever currency)), and any other indebtedness Indebtedness at any time held or owing by that Lender, such Lender or the L/C IssuerIssuer to, subsequent holder, or affiliate, to or for the credit credit, or the account account, of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower Lender or such Guarantor to that Lender, the L/C Issuer, or subsequent holder Issuer hereunder and under the Loan Letters of Credit and participations therein and the other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of of, or connected connected, herewith or with the Loan DocumentsLetters of Credit and participations therein or any other Credit Document, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder or hereunder, (b) the principal of of, or the interest on or fees on, the Loans and Loans, any amounts drawn or fees payable in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 payable, and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, Lender (which term shall for the L/C Issuer, each subsequent holder purposes of any Obligation, and each of their respective affiliates, this Section 10.04 include the Issuing Bank) is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable law Lender provided by this Agreement and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lenderlaw, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeLender shall have the right, without prior notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waivedwaived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lender or affiliate, any Affiliate thereof to or for the credit or the account of such the Borrower. The Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to the Borrower against all of the Borrower’s obligations to the Lender or such Guarantorits Affiliates, whether under this Loan Agreement or under any other agreement between the parties or between the Borrower and any affiliate of the Lender, or otherwise, whether or not maturedsuch obligations are then due, against without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. The Lender agrees promptly to notify the Borrower after any such set-off and on account of application made by the Obligations Lender; provided that the failure to give such notice shall not affect the validity of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans set-off and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In ▇▇▇▇▇▇▇▇ agrees that Lender has all rights of set-off and banker’s lien provided by applicable Law with respect to Borrower and the Collateral and, in addition thereto, Borrower agrees that (in addition to ▇▇▇▇▇▇’s rights with respect to proceeds of Collateral) at any rights now time after the occurrence and during the continuance of an Event of Default any amount owing by it under this Agreement or hereafter granted under any other Facility Document is then due, Lender may apply to the Loan Documents payment of the Obligations any and all balances, credits, deposits, accounts or applicable law and not by way monies of Borrower then or thereafter with Lender. Without limitation of any such rightsthe foregoing and in addition to ▇▇▇▇▇▇’s rights with respect to the proceeds of the Collateral, Borrower agrees that upon and after the occurrence and during the continuance of any an Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its branches and offices is hereby authorized by each Borrower and each Guarantor authorized, at any time or and from time to time, without notice to any Borrowernotice, any Guarantor or to any other Person, any such notice being hereby expressly waived, (a) to set-off against, and to appropriate and apply to apply any and all deposits the payment of, the Obligations (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, fixed or contingent or liquidated or unliquidated) any and all amounts owing by Lender or any such office or branch to Borrower (whether matured or unmatured, and, in whatever currency denominatedthe case of deposits, but not including trust accountswhether general or special, time or demand and however evidenced) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) pending any such action, to the principal of or the interest on the Loans extent necessary, to hold such amounts as collateral to secure such Obligations and to return as unpaid for insufficient funds any and all checks and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or items drawn against any of them, deposits so held as Lender may be contingent or unmaturedelect in its sole discretion.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each Lenders and any subsequent holder or holders of any Obligation, and each of their respective affiliates, is the Notes are hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by the Administrative Agent or any of its Affiliates in any escrow account) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lenders or affiliate, such holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedthe Borrowers, against and on account of the Obligations obligations and liabilities of such Borrower the Borrowers, to the Lenders or such Guarantor to that Lender, L/C Issuer, or subsequent holder under this Agreement, the Notes, and any other Loan DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Notes, or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Lenders or subsequent the holder of the Notes shall have made any demand hereunder or (b) the Lenders shall have declared the principal of or the and interest on the Loans and Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any Lender or by any subsequent holder of the Notes shall be subject to the application of payments provisions of Article 2 hereof. Upon direction by the Administrative Agent, with the consent of all of the Lenders, each Lender holding deposits of any Borrower shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each Borrower and each Guarantor the Credit Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedany Credit Party, against and on account of the Obligations obligations and liabilities of the Credit Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement, any Notes, any other Loan DocumentsDocument or any Bank Products Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans and any Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Banks are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any Bank or affiliatethe Administrative Agent, to or for the credit or the account of such the Borrower or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsBanks and the Administrative Agent, including, but not limited to, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, the Notes or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, any Bank or subsequent holder the Administrative Agent shall have made any demand hereunder or (b) any Bank or the Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of the Banks, each Bank holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, subject to the prior written consent of the Agent, without notice to any Borrower, any Guarantor or to any other Person, the Borrower (any such notice being hereby expressly waivedwaived by the Borrower), to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations obligations of the Borrower now or hereafter existing under this Agreement or any Note or Notes held by such Borrower Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the any other Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Agent or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of any Note or the interest on the Loans and Notes held by such Lender or such other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower (with a copy to the Agent) after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.02 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which each Lender may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lenderany Accounts, deposits, balances or other sums credited by or due from the L/C IssuerAgent, each subsequent holder any affiliate of the Agent, or any of the Lenders, or from any affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized to the Guarantor may to the fullest extent not prohibited by each Borrower and each Guarantor applicable law at any time or from time to time, without notice regard to any Borrowerthe existence, any Guarantor sufficiency or to adequacy of any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedcollateral, and in whatever currency denominated, but not including trust accounts) and without notice or compliance with any other indebtedness at condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived to the fullest extent permitted by law, be set off, appropriated and applied by the Agent against any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account all of the Guaranteed Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder demand shall have made been made, in such manner as the Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (b) application, the principal Agent agrees to notify Guarantor thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesappropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, may be contingent or unmaturedDEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any the Borrower, any Guarantor to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such the Borrower or such any Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the LHolder and its/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Note Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Note Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Holder to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Note Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Note Party to such Borrower or such Guarantor to that LenderHolder hereunder, L/C Issuer, or subsequent holder and under the Loan other Note Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Note Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Holder shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured, or (c) such obligation or liability is owed to a branch or office of such Holder different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender (and each of their respective affiliates, its Affiliates that is party to a Guaranteed Swap Agreement) is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waivedthe fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited toexcluding any deposits held in any trustee, indebtedness evidenced by certificates agency, fiduciary or other capacity for the benefit of deposit, whether matured one or unmatured, and in whatever currency denominated, but not including trust accountsmore third parties) and any other indebtedness at any time held or and other obligations (of whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing by such Lender (or Affiliate that Lender, L/C Issuer, subsequent holder, or affiliate, is party to such Guaranteed Swap Agreement) to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Obligor against any of and on account all the obligations of the Obligations of Obligor owed to such Borrower Lender now or such Guarantor to that Lender, L/C Issuer, hereafter existing under this Agreement or subsequent holder under the any other Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, may be contingent unmatured. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or unmaturedsuch Affiliates may have. Any Lender or Affiliate that exercises a right of setoff under this section shall provide the Obligor prompt written notice thereof, it being understood that the failure to do so shall not impair the effectiveness of any such setoff in accordance with this Section.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that such Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such GuarantorBorrower, whether or not matured, against and on account of the Obligations of such Borrower or to such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that such Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon during the occurrence continuance of any Event of Default, each Lender, Default and the acceleration of the maturity of the Notes or L/C IssuerObligations pursuant to Section 13.2 or 13.3 hereof, each Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrowerthe Borrowers, any Guarantor to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such any Borrower or such Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder Obligations shall have become due and payable pursuant to Section 9 13 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each Lender, member of the L/C Issuer, Lender Group and each subsequent holder of any Obligation, and each of their respective affiliates, the Obligations is hereby authorized by each the Borrower and each Guarantor Parties at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accountsany amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other indebtedness Funded Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, any member of the Lender Group or affiliate, any such holder to or for the credit or the account of such any Borrower or such Guarantor, whether or not maturedParty, against and on account of the Obligations obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the this Agreement, any Term Loan DocumentsNotes and any other Loan Document, including, but not limited to, all claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans Loan, any Term Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be applied to the Obligations in accordance with Section 2.10(b).

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Lenders are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited towithout limitation, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any Lender or affiliate, the Administrative Agent to or for the credit or the account of such the Borrower or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsLenders and the Administrative Agent, including, but not limited to, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, the Notes or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, any Lender or subsequent holder the Administrative Agent shall have made any demand hereunder or (b) any Lender or the Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of the Lenders, each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed; and, within one (1) Business Day following any such setoff, the Administrative Agent shall give notice thereof to the Borrower.

Set-Off. In addition to any rights now or hereafter granted under any of the other Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon Guarantor hereby authorizes the Agent and each Lender, at any time during the continuance of an Event of Default and after the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timea Springing Recourse Event, without any prior notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or Participant subject to set-receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that the Agent, such Lender, L/C Issuer, subsequent holder, or affiliateany affiliate of the Agent or such Lender, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Guarantor against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of themthe Guarantied Obligations, may although such obligations shall be contingent or unmatured. Guarantor agrees, to the fullest extent permitted by Applicable Law and subject to the terms hereof, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation after the occurrence of a Springing Recourse Event as fully as if such Participant were a direct creditor of Guarantor in the amount of such participation. Notwithstanding the foregoing, no amounts set off from Guarantor shall be applied to Excluded Hedge Obligations of Guarantor.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, Person (any such notice being hereby expressly waived), to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited to, indebtedness evidenced excluding any account established by certificates of deposit, whether matured or unmatured, the Borrower as a fiduciary for another party) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations of such Borrower now or such Guarantor to that Lender, L/C Issuer, or subsequent holder hereafter existing under the any Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Agent or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 under such Loan Documents and although said obligations and liabilities, or any of them, the Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower (with a copy to the Agent) after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights and remedies of each Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

Set-Off. The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Repurchase Agreement are recourse obligations of the Seller to which the Seller pledges its full faith and credit. In addition to any rights now and remedies of the Buyer and the Agent (or hereafter granted under the Loan Documents Buyer or applicable law the Agent, as the case may be) provided by this Repurchase Agreement and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lenderlaw, the L/C IssuerBuyer and the Agent (or the Buyer or the Agent, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeas the case may be) shall have the right, without prior notice to any Borrower, any Guarantor or to any other Personthe Seller, any such notice being hereby expressly waivedwaived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and to appropriate and to apply against such amount any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderthe Buyer and the Agent (or the Buyer or the Agent, L/C Issuer, subsequent holder, as the case may be) or affiliate, any Affiliate thereof to or for the credit or the account of the Seller under the Repurchase Agreement or any other agreement between the Seller and its Affiliates and the Buyer and its Affiliates. The Buyer and the Agent (or the Buyer or the Agent, as the case may be) agree promptly to notify the Seller after any such Borrower set-off and application made by the Buyer and the Agent (or the Buyer or the Agent, as the case may be); provided that the failure to give such Guarantor, whether or notice shall not matured, against and on account of affect the Obligations validity of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans set-off and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault and upon the acceleration of all amounts owing hereunder, each Lender, the L/C Issuer, Bank and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without with notice to any Borrowerthe Borrower simultaneously therewith or promptly thereafter, any Guarantor but without notice, to the Guarantors or to any other Person, any such additional notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, Bank or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such the Borrower or such any Guarantor to that Lender, L/C Issuer, Bank or that subsequent holder under the Loan Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Credit Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not remedies of Administrative Agent and Lenders provided by way of limitation of any such rightsLaw, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without prior notice to any Borrower, any Guarantor Borrower or to any other Personparty to the Loan Documents, any such notice being hereby expressly waivedwaived by Borrower (on its own behalf and on behalf of each party to the Loan Documents to the fullest extent permitted by Law), to set-off and to appropriate and to apply any and all deposits (deposits, general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced any time owing by certificates of deposit, whether matured Administrative Agent or unmatured, and in whatever currency denominated, but not including trust accounts) and such Lender hereunder or under any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Loan Document to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor parties to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, Documents against any and all claims of any nature or description arising out of or connected with the Loan DocumentsIndebtedness, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Indebtedness may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable depositor indebtedness. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, Banker’s lien, or similar rights against any deposit account or other property or asset of Borrower whether or not located in California or another state with certain laws restricting Lenders from pursuing multiple collection methods, could result under such laws in significant impairment of the ability of all Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees not to charge or offset any amount owed to it by Borrower against any of the accounts, property or assets of Borrower or any of its Affiliates held by such Lender, without the prior written approval of Administrative Agent and the Required Lenders. Notwithstanding the foregoing, neither Administrative Agent nor any Lender nor any assignee or Affiliate thereof (each a “Lender Party”) shall proceed directly, by right of set-off, banker’s lien, counterclaim or otherwise, against any assets of Borrower or any Guarantor (including any general or special, time or demand, provision or other deposits or other indebtedness owing by such Lender Party to or for the credit or the account of Borrower or any Guarantor) for purposes of applying such assets against the Indebtedness, without the prior written consent of all Lenders.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law regulations and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Purchaser is hereby authorized by each Borrower and each Guarantor the Company at any time or from time to time, without notice or demand to any Borrower, any Guarantor the Company or to any other Person, any such notice or demand being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness or other amounts at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Company or affiliate, any Subsidiary to or for the credit or the account of such Borrower the Company or such Guarantor, whether or not matured, any of its Affiliates against and on account of any amounts due by the Obligations Company or any of its Affiliates to such Borrower or such Guarantor Purchaser under any Transaction Documents (including from the purchase price to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsbe disbursed hereunder), irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Purchaser shall have made any demand hereunder or (b) the principal of or the interest on the Loans and Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.. If, as a result of such set off, appropriate or application, such Purchaser receives more than it is owed under any Transaction Document, it shall hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed on the date of receipt..

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, the LLender and its/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent to be given or withheld at the written direction of the Requisite Lenders), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the hereto or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured, or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lenderany such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Agent or any of the L/C IssuerLenders, each subsequent holder or from any such affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized to the Borrower may to the fullest extent not prohibited by each Borrower and each Guarantor applicable law at any time or from time to time, without notice regard to any Borrowerthe existence, any Guarantor sufficiency or to adequacy of any other Personcollateral, and without notice or compliance with any such notice being other condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby expressly waived, to set-off be set off, appropriated and to appropriate and to apply applied by Agent against any and or all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Borrower’s Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder demand shall have made been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (b) application, Agent agrees to notify the principal Borrower thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesappropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES A LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, may be contingent or unmaturedCREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lenderany such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Agent or any of the L/C IssuerLenders, each subsequent holder or from any such affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized to the Borrower may to the fullest extent not prohibited by each Borrower and each Guarantor applicable law at any time or from time to time, without notice regard to any Borrowerthe existence, any Guarantor sufficiency or to adequacy of any other Personcollateral, and without notice or compliance with any such notice being other condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby expressly waived, to set-off be set off, appropriated and to appropriate and to apply applied by Agent against any and or all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Borrower's Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder demand shall have made been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (b) application, Agent agrees to notify the principal Borrower thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesappropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES A LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, may be contingent or unmaturedCREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or ------- applicable law and not by way of limitation of any such rights, upon the occurrence and continuance of any Default by any Borrower, the Banks are hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Borrower or to any other person or entity, all of which are hereby expressly waived, to set off and to appropriate and apply any and all deposits and any other Indebtedness at any time held or owing by either Bank to or for the credit or the account of any Borrower against and on account of the obligations and liabilities of any Borrower to either Bank under this Agreement or otherwise, irrespective of whether or not the Bank shall have made any demand hereunder and although said obligations, liabilities or claims, or any of them, may then be contingent or unmatured and without regard for the availability or adequacy of other Collateral. Each Borrower also grants to the Banks a security interest in and to all its deposits and all securities or other property in the possession of the Banks from time to time, to secure the prompt and full payment and performance of any and all obligations to the Banks, and, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder Banks may exercise all rights and remedies of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder a secured party under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedUniform Commercial Code.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon following the occurrence and during the continuance of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts or payroll accounts or other Excluded Accounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, 2 or any (c) such obligation or liability is owed to a branch or office of them, may be contingent such Lender different from the branch or unmaturedoffice holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor Obligor at any time or from time to timetime subject to the consent of the Administrative Agent, without prior written notice to any Borrower, any Guarantor Obligor or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Obligor against and on account of the Obligations obligations and liabilities of any Obligor to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the other Term Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the any other Term Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured. Each Obligor hereby further grants to the Administrative Agent and each Lender a security interest in all deposit accounts maintained with the Administrative Agent or such Lender as security for the Term Loan Obligations.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and its respective Affiliates each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto and with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and Term Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each Lender, the L/C Issuer, each Lender and any subsequent holder of any ObligationNote, and each of their respective affiliates, any assignee or participant in any Note is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), includingtime or demand, but not limited to, indebtedness including without limitation Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedthe Borrower, against and on account of the Obligations and other liabilities of the Borrower to such Borrower Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsholder, irrespective of whether or not (a) that Lender, L/C Issuer, the Lender or subsequent holder shall have made any demand hereunder hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 7.2 and although said such obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any Lender or by any assignee, participant or subsequent holder of any Note shall be subject to pro rata treatment of all Obligations and other liabilities hereunder.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2.1 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include (i) at any time when any Credit Document Obligations or Letters of Credit are outstanding or any Commitments under the Credit Agreement exist, any Event of DefaultDefault under, and as defined in the Credit Agreement and (ii) at any time after all of the Credit Document Obligations have been paid in full and all Commitments under the Credit Agreement have been terminated and no further Commitments and Letters of Credit may be provided thereunder, any payment default on any of the Obligations after the expiration of any applicable grace period), each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Secured Creditor is hereby authorized by each Borrower and each Guarantor authorized, at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Secured Creditor to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder such Secured Creditor under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsthis Guaranty, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Secured Creditor shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and obligations, liabilities, deposits or claims, or any of them, may shall be contingent or unmatured. Any such amount received by any Secured Creditor shall be paid over to Administrative Agent for application to the Guaranteed Obligations in accordance with the terms of the Credit Agreement.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable law Lender provided by this Agreement and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lenderlaw, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeLender shall have the right, without prior notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waivedwaived by each Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lender or affiliate, any Affiliate thereof to or for the credit or the account of such Borrower; provided, that the Lender’s right to set-off in relation to ▇▇▇▇▇▇▇ Mac Servicing Rights shall be permitted solely upon receipt of Surplus Proceeds (as such term is defined in the ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement). Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to a Borrower against all of such Borrower’s obligations to the Lender or its Affiliates under this Agreement with respect to such Borrower or such Guarantorunder any other agreement between the parties or between any Borrower and any affiliate of the Lender, or otherwise whether or not maturedsuch obligations are then due, against without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. Lender agrees promptly to notify Borrowers after any such set-off and on account of application made by the Obligations Lender; provided that the failure to give such notice shall not affect the validity of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans set-off and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the participations under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable law and not Bank provided by way of limitation of any such rightslaw, upon the occurrence of any an Event of DefaultDefault and acceleration of the obligations owing in connection with the Loan Documents, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor or at any time upon the occurrence and during the continuance of an Event of Default under paragraphs 9.1(a) or from time 9.1(b), the Bank shall have the right, to timethe extent permitted by applicable law, without prior notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-the extent permitted by applicable law, by the Borrower, to set off and to appropriate and to apply against any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositindebtedness, whether matured or unmatured, and in whatever currency denominatedof the Borrower to the Bank, but not including trust accounts) and any other indebtedness amount owing from the Bank to the Borrower at, or at any time held or owing after, the happening of any of the above- mentioned events. To the extent permitted by that Lenderapplicable law, L/C Issuer, subsequent holderthe aforesaid right of set-off may be exercised by the Bank against the Borrower, or affiliateagainst any trustee in bankruptcy, to or custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account of such Borrower or against anyone else claiming through or against the Borrower or such Guarantortrustee in bankruptcy, whether custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not maturedhave been exercised by the Bank prior to the making, against filing or issuance, or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. The Bank agrees promptly to notify the Borrower after any such set-off and on account of application made by the Obligations Bank, provided that the failure to give such notice shall not affect the validity of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans set-off and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C IssuerAgent, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, is Affiliates are hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Agent, in its sole discretion (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) accounts (in whatever currency)), and any other indebtedness Indebtedness at any time held or owing by that LenderAgent, L/C Issuer, subsequent holder, such Lender or affiliate, such Affiliate to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations of such Borrower any Credit Party to Agent or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that LenderAgent, L/C Issuer, such Lender or subsequent holder such Affiliate shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said obligations and liabilitiessuch Obligations, or any of them, may be contingent or unmaturedunmatured or (c) such Obligation is owed to a branch or office of Agent, such Lender or such Affiliate different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence continuance of any Event of Default, each Lender, any deposits or other sums credited by or due from any of the L/C Issuer, each subsequent holder of any ObligationBanks to the Borrower, and each any securities or other property of their respective affiliates, is hereby authorized the Borrower in the possession of such Bank may be applied to or set off by each Borrower such Bank against the payment of the Borrower’s Obligations and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or specialother liabilities, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderdirect, or affiliateindirect, absolute or contingent, due or to become due, now existing or for the credit or the account of such Borrower or such Guarantorhereafter arising, whether or not matured, against and on account of the Obligations Borrower to such Bank. Each of such Borrower or such Guarantor to the Banks agrees with each other Bank that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lenderif an amount to be set off is to be applied to Debt of the Borrower to such Bank, L/C Issuerother than Debt evidenced by the Note held by such Bank, or subsequent holder such amount shall have made any demand hereunder or be applied ratably to such other Debt and to the Debt evidenced by the Note held by such Bank, and (b) if such Bank shall receive from the principal Borrower whether by voluntary payment, exercise of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesright of set off, counterclaim, cross action, or enforcement of the claim evidenced by the Note held by such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Bank any amount in excess of themits ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, may such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, assignment of claims (to such extent as is necessary), subrogation or otherwise as shall result in each Bank receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be contingent or unmaturedrescinded and the amount restored to the extent of such recovery, but without interest.

Set-Off. In addition to any rights now or hereafter granted under The Borrower hereby irrevocably authorizes the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor Collateral Agent at any time or and from time to timetime while an Event of Default shall have occurred and be continuing, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waivedwaived by the Borrower, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, the Collateral Agent to or for the credit or the account of the Borrower, or any part thereof in such Borrower or such Guarantor, whether or not maturedamounts as the Collateral Agent may elect, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all Collateral Agent hereunder and claims of every nature and description of the Collateral Agent or the Secured Parties against the Borrower, in any nature currency, whether arising hereunder, under any Secured Debt Document or description arising out of or connected with otherwise, as the Loan DocumentsCollateral Agent may elect, irrespective of whether or not (a) that Lender, L/C Issuer, the Collateral Agent or subsequent holder shall have any Secured Party has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured. The Collateral Agent shall notify the Borrower promptly of any such set-off and the application made by the Collateral Agent of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent may have.

Set-Off. (a) In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable law and not Bank provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event event of Default, each Lenderdefault under this Agreement, the L/C IssuerBank is authorized, each subsequent holder at any time, to set off and apply any and all Deposits of the Borrower or any ObligationObligor held by the Bank or its affiliates against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and each although such Obligations may be contingent or unmatured or denominated in a currency different from that of their respective affiliatesthe applicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, is hereby authorized by each Borrower and each Guarantor sold or otherwise liquidated at any time or from time prevailing market prices in order to time, effect such set-off. (b) The set-off may be made without prior notice to any Borrower, any Guarantor the Borrower or to any other Personparty, any such notice being hereby expressly waived, waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to appropriate give such notice shall not affect the validity of such set-off and to apply application. (c) For the purposes of this paragraph, “Deposits” means any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced individual or joint) as well as any money, instruments, securities, credits, claims, demands, income or other property, rights or interests owned by certificates the Borrower or any Obligor which come into the possession or custody or under the control of depositthe Bank or its affiliates. “Obligations” means all obligations, whether matured now or unmaturedhereafter existing, of the Borrower to the Bank under this Agreement and under any other agreement or instrument executed in connection with this Agreement, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, the obligations to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims Bank of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedObligor.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of Collateral Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than Collateral Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the participations under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and Term Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Lender and its Affiliates are each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Lender (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Lender), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor any Credit Party to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the Loan other Transaction Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Transaction Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.unmatured or (c) such obligation or liability is owed to a branch or office of Lender different from the branch or office holding such deposit or obligation or such indebtedness. Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any an Event of Default, each Lender, the L/C Issuer, each Lender and any subsequent holder of any ObligationNote, and each any assignee of their respective affiliatesany Note, subject to the Intercreditor Agreement, is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), includingtime or demand, but not limited to, indebtedness including without limitation Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedthe Borrower, against and on account of the Obligations and other liabilities of the Borrower to such Borrower Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsholder, irrespective of whether or not (a) that Lender, L/C Issuer, the Lender or subsequent holder shall have made any demand hereunder hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans Advances and other amounts due hereunder shall have become to be due and payable pursuant as permitted by Section 8.2 hereof (but after each set-off such Lender shall promptly notify the Administrative Agent and the Borrower). Any sums obtained by any Lender or by any assignee or subsequent holder of any Note shall, subject to Section 9 the Intercreditor Agreement, be subject to pro rata treatment of all Obligations and although said obligations and liabilities, or any of them, may be contingent or unmaturedother liabilities hereunder in accordance with each Specified Percentage.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default the Lender and its Affiliates each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, the Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of such the Borrower to the Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Revolving Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of the Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Lenders are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any Lender or affiliateAdministrative Agent, to or for the credit or the account of such the Borrower or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsLenders and the Administrative Agent, including, but not limited to, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, the Notes or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, any Lender or subsequent holder Administrative Agent shall have made any demand hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition The Borrower, subject to any the rights now or hereafter granted under of the Loan Documents or applicable law and not by way of limitation of any such rightsBorrower's senior Lien holders, upon hereby irrevocably authorizes the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor Lender at any time or and from time to time, without notice to any the Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waivedwaived by the Borrower, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, the Lender to or for the credit or the account of the Borrower, or any part thereof in such Borrower or such Guarantor, whether or not maturedamounts as the Lender may elect, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lenderthe Lender hereunder and claims of every nature and description of the Lender against the Borrower, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Loan DocumentsNote, includingthis Agreement or otherwise, but not limited toas the Lender may elect, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have the Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured. The Lender shall notify the Borrower promptly of any such set-off and the application made by the Lender of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section 13.4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have.

Set-Off. In For so long as any of the Obligations are secured by one or more Real Property Assets located in the State of California, each Lender agrees not to charge or offset any amount owed to it by any Loan Party against any of the accounts, property or assets of any Loan Party without the prior written consent of Collateral Agent. Subject to the foregoing sentence, in addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 10.6, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by Company and each Borrower and each Guarantor at any time or from time to time, without notice to any Company or such Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate thereof to or for the credit or the account of Company or such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Company or such Borrower or such Guarantor to that LenderLender under this Agreement, L/C Issuerthe Notes, or subsequent holder under the Loan DocumentsDomestic Overdraft Agreement, the Offshore Overdraft Agreements and the Letters of Credit, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit or the Notes or the other Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (b) that Lender shall have declared the principal of or and the interest on the Loans and Notes, any obligations of Company or such Borrower in respect of the Letters of Credit and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, Lender (which term shall for the L/C Issuer, each subsequent holder purposes of any Obligation, and each of their respective affiliates, this Section 10.04 include the Issuing Bank) is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waivedwaived to the fullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon during the occurrence Continuance of any an Event of DefaultDefault each Lender and their Affiliates, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 the terms of this Agreement and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Lenders are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any Lender or affiliateAdministrative Agent, to or for the credit or the account of such the Borrower or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsLenders and the Administrative Agent, including, but not limited towithout limitation, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, the Notes or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, any Lender or subsequent holder Administrative Agent shall have made any demand hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition The BORROWER agrees that, to the fullest extent permitted by law, if any rights now OBLIGATION shall be due and payable (by acceleration or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Defaultotherwise), each LenderSECURED PARTY or PARTICIPANT (and any branch, subsidiary or affiliate thereof) shall have the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeright, without notice to the BORROWER, to set off against and to appropriate and apply to such OBLIGATION any Borrowerindebtedness, liability or obligation of any Guarantor nature owing to the BORROWER by such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof), including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit) now or hereafter maintained by the BORROWER with such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof). Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not any notice or demand has been given to the BORROWER or any other PersonPERSON, whether such indebtedness, obligation or liability owed to the BORROWER is contingent, absolute, matured or unmatured (it being agreed that any such notice being hereby expressly waivedindebtedness, obligation or liability shall be deemed to be then due and payable at the time of such set-off), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available. The rights provided by this Section are in addition to all other rights of set-off and to appropriate and to apply any banker’s LIEN and all deposits (general or specialother rights and remedies which the SECURED PARTIES, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesPARTICIPANT, or any of thembranch, subsidiary or affiliate thereof, may otherwise have under this AGREEMENT, any other CREDIT DOCUMENT, at law or in equity, or otherwise, and nothing in this AGREEMENT or any other CREDIT DOCUMENT shall be contingent deemed a waiver or unmaturedprohibition of or restriction on the rights of set-off or bankers’ LIEN of any such PERSON.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Administrative Agent, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by Borrower, each Borrower Loan Party and each Guarantor at any time or from time to time, without notice to any Borrower, any other Loan Party or any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of Borrower, any such Borrower Loan Party or any such Guarantor, whether or not matured, against and on account of the Obligations Obligations, Hedging Liability and Funds Transfer and Deposit Account Liability of Borrower, any such Borrower Loan Party or any such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of Agents (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than an Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts and tax accounts (in whatever currency), payroll accounts, ERISA accounts, ▇▇▇▇▇ cash accounts or fiduciary accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under and remedies of Lender provided by this Loan Agreement and by law, Lender shall have the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeright, without prior notice to any Borrower, any Guarantor or to any other PersonBorrowers, any such notice being hereby expressly waivedwaived by Borrowers to the extent permitted by any Requirements of Law, upon any amount becoming due and payable by Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and to appropriate and to apply against such amount any and all property and deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate thereof to or for the credit or the account of such Borrower Borrowers. Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or such Guarantorobligations owed by Lender or its Affiliates to Borrowers against all of Borrowers’ obligations to Lender or its Affiliates, whether under this Loan Agreement or under any other agreement between the parties or between Borrowers and any affiliate of Lender, or otherwise, whether or not maturedsuch obligations are then due, against without prejudice to Lender’s or its Affiliate’s right to recover any deficiency. Lender agrees promptly to notify Borrowers after any such set-off and on account of application made by Lender; provided that the Obligations failure to give such notice shall not affect the validity of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans set-off and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law or Governmental Requirement and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the LHolder and its/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Note Party at any time or from time to timetime subject to the consent of Agent (such consent to be given or withheld at the written direction of the Requisite Holders), without notice to any Borrower, any Guarantor Note Party or to any other PersonPerson (other than Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Debt evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Debt at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Holder to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Note Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Note Party to such Borrower or such Guarantor to that LenderHolder hereunder, L/C Issuer, or subsequent holder and under the Loan other Note Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto or any other Note Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Holder shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmatured, or (c) such obligation or liability is owed to a branch or office of such Holder different from the branch or office holding such deposit or obligation or such Debt.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender (and each of their respective affiliates, its Affiliates) is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without presentment, demand, protest or other notice to of any Borrower, any Guarantor or to any other Person, any kind (all of such notice rights being hereby expressly waived), to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsspecific) and any other indebtedness at any time held or owing by that Lendersuch Lender (including, L/C Issuerwithout limitation, subsequent holderbranches, agencies or affiliate, Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against obligations and on account liabilities of the Obligations of such Borrower or such Guarantor to that Lenderthe Lenders hereunder, L/C Issuer, or subsequent holder under the Loan DocumentsNotes, including, but not limited to, all claims of any nature under the other Transaction Documents or description arising out of or connected with the Loan Documentsotherwise, irrespective of whether the Agent or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that to the extent permitted by law any Person purchasing a participation in the Loans and Commitments hereunder may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each Lender, the L/C Issuer, each Lender and any subsequent holder of any Obligationthe Term Loan Note, and each of their respective affiliates, any assignee or Participant in the Term Loan Note is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to set off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), includingtime or demand, but not limited to, indebtedness including without limitation Debt evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Debt at any time held or owing by that Lender, L/C Issuer, subsequent Lender or such holder, assignee or affiliate, Participant to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedBorrower, against and on account of the Obligations and other liabilities of such Borrower to Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsholder, irrespective of whether or not (a) that LenderLender or such holder, L/C Issuer, assignee or subsequent holder Participant shall have made any demand hereunder hereunder, or (b) Lender or such holder, assignee or Participant shall have declared the principal of or the and interest on the Loans Term Loan and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said such obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by Lender or such holder, assignee or Participant shall be applied pursuant to Section 8.3.

Set-Off. In Notwithstanding the provisions of section 362 of the Bankruptcy Code and any other applicable law and without application or motion to or order from the Court, in addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, upon the L/C Issuer, each subsequent holder consent of any Obligation, Agent and each of their respective affiliatesRequisite Lenders, is hereby authorized by each Borrower Holdings and each Guarantor any of its Subsidiaries at any time or from time to time, without notice to Holdings or any Borrowerof its Subsidiaries, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, Lender to or for the credit or the account of such Borrower Holdings or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such Borrower Holdings or such Guarantor any of its Subsi- diaries to that Lender, L/C Issuer, Lender under this Agreement or subsequent holder under with respect to the Loan DocumentsLetters of Credit, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement or with respect to the Letters of Credit or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans Loans, Notes or any Obligations with respect to the Letters of Credit, and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable law and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence of any if an Event of DefaultDefault exists or the Loans have been accelerated, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without prior notice to any Borrower, any Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by such Loan Party to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderby, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or Loan Party against any and all Obligations owing to such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, now or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify such Loan Party and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS HELD OR MAINTAINED BY THE LENDER WITHOUT THE UNANIMOUS PRIOR WRITTEN CONSENT OF THE LENDERS.

Set-Off. In addition to any rights now or hereafter granted under Regardless of the Loan Documents or applicable law and not by way of limitation adequacy of any such rightsCollateral or other means of obtaining repayment of the Obligations, upon any deposits, balances or other sums credited by or due from the head office of any Lender or any of its branch offices to the Borrower may, at any time and from time to time after the occurrence of any an Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeDefault hereunder, without notice to any Borrower, any Guarantor the Borrower or to compliance with any other Personcondition precedent now or hereafter imposed by statute, any such notice being rule of law, or otherwise (all of which are hereby expressly waived) be set off, to set-off appropriated, and to appropriate and to apply applied by such Lender against any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account Obligations of the Obligations of Borrower to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, Lender or any of themits affiliates in such manner as the head office of such Lender or any of its branch offices in its sole discretion may determine, may be contingent and the Borrower hereby grants each such Lender a continuing security interest in such deposits, balances or unmaturedother sums for the payment and performance of all such Obligations. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH DEPOSITS, BALANCES, OTHER SUMS AND PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. THE AGENT WILL PROVIDE NOTICE TO THE BORROWER OF ANY SETOFF HEREUNDER.

Set-Off. In For so long as any of the Obligations are secured by one or more Real Property Assets located in the State of California, each Lender agrees not to charge or offset any amount owed to it by any Loan Party against any of the accounts, property or assets of any Loan Party without the prior written consent of Collateral Agent. Subject to the foregoing sentence, in addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 0, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by Company and each Borrower and each Guarantor at any time or from time to time, without notice to any Company or such Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate thereof to or for the credit or the account of Company or such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Company or such Borrower or such Guarantor to that LenderLender under this Agreement, L/C Issuerthe Notes, or subsequent holder under the Loan DocumentsDomestic Overdraft Agreement, the Offshore Overdraft Agreements and the Letters of Credit, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Letters of Credit or the Notes or the other Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (b) that Lender shall have declared the principal of or and the interest on the Loans and Notes, any obligations of Company or such Borrower in respect of the Letters of Credit and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent, without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law or otherwise, and not by way of limitation of any such rights, upon each Seller hereby grants to Purchasers, after the occurrence and during the continuance of any an Event of Default, each Lendera right to set-off, the L/C Issuer, each subsequent holder of any Obligation, appropriate and each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor at any time or from time to timeapply, without prior written notice to any BorrowerSeller, any Guarantor sum or obligation (whether or not arising under the Transaction Documents, whether matured or unmatured, whether or not contingent, irrespective of the currency, place of payment or booking office of the sum or obligation and irrespective of whether Purchasers shall have made any demand hereunder) owed by any Seller to any other PersonPurchaser against (i) any sum or obligation (whether or not arising under the Transaction Documents, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by such Person to any such notice being hereby expressly waived, to set-off Seller and to appropriate and to apply (ii) any and all deposits (general or specialspecified), includingmonies, but not limited tocredits, indebtedness evidenced by certificates securities, collateral or other property of depositany Seller and the proceeds therefrom, whether matured now or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time hereafter held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or received for the credit or the account of such Borrower or such GuarantorSeller (whether for safekeeping, whether or not maturedcustody, against and on account of the Obligations of such Borrower or such Guarantor to that Lenderpledge, L/C Issuertransmission, collection, or subsequent holder otherwise) by any Purchaser or any entity under the Loan Documents, control of any such Person and its respective successors and assigns (including, but not limited towithout limitation, all claims branches and agencies of any nature or description arising out Purchaser, wherever located). The applicable Person shall give written notice to the applicable Seller of or connected with any set-off effected under this Article 15 to the Loan Documents, irrespective of whether or extent it is not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedprohibited from doing so by applicable law.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Lenders are hereby authorized by each Borrower and each Guarantor the Borrowers at any time or from time to time, without notice to any Borrower, any Guarantor the Borrowers or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any Lender or affiliate, the Administrative Agent to or for the credit or the account of such Borrower either of the Borrowers or such Guarantor, whether or not matured, any of the Restricted Subsidiaries against and on account of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, any Lender or subsequent holder the Administrative Agent shall have made any demand hereunder or (b) the Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said obligations and liabilities, such Obligations or any of them, may shall be contingent or unmatured; provided, however, that prior to the Redemption Date no deposits of members of the Omnipoint Group may be set off or applied to Obligations other than the Omnipoint Obligations. Upon direction by the Administrative Agent with the consent of the Majority Lenders, each Lender holding deposits of either of the Borrowers or any of the Restricted Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultAdministrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Participant is hereby authorized by each Borrower and each Guarantor the Borrower, at any time or from time to timetime during the continuance of an Event of Default, without prior notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to set-receipt of the prior written consent of the Administrative Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderthe Administrative Agent, L/C Issuer, subsequent holder, such Lender or affiliateParticipant, to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of any of the Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsObligations, irrespective of whether or not (a) that Lender, L/C Issuer, any or subsequent holder shall have made any demand hereunder or (b) the principal all of or the interest on the Loans and all other amounts due hereunder shall Obligations have become been declared to be, or have otherwise become, due and payable pursuant to as permitted by Section 9 10.2, and although said such obligations and liabilities, or any of them, may shall be contingent or unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Administrative Agent or any Lender with respect to rights of set-off.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and their respective Affiliates each of their respective affiliates, is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Term Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of Lender and any Event of Default, each Lender, the L/C Issuer, each subsequent holder or holders of any Obligation, and each of their respective affiliates, is the Note are hereby authorized by each Borrower and each Guarantor at any time or from time to timetime after any Event of Default has occurred and is continuing, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted by Applicable Law, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, such holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedBorrower, against and on account of the Obligations obligations and liabilities of such Borrower Borrower, to Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under this Agreement, the Note, and any other Loan DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Note, or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or subsequent the holder of the Note shall have made any demand hereunder or (b) Lender shall have declared the principal of or the and interest on the Loans Advance and the Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 10.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by Lender or by any subsequent holder of the Note shall be subject to the application of payment provisions of Article 2 hereof.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by each Borrower and each Guarantor at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Borrower or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of Borrower to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or Tiptree Credit Agreement connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and Default each of Lenders and their respective affiliates, Affiliates is hereby authorized by each Borrower of Holdings and each Guarantor Company at any time or from time to time, without notice to any Borrower, any Guarantor Holdings or the Company or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, Lender or affiliate, any Affiliate of that Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, Company and each other Loan Party against and on account of the Obligations of such Borrower or such Guarantor any Loan Party to that Lender (or any Affiliate of that Lender, L/C Issuer, ) or subsequent holder to any other Lender (or any Affiliate of any other Lender) under this Agreement and participations therein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the this Agreement and participations therein or any other Loan DocumentsDocument, irrespective of whether or not (ai) that Lender, L/C Issuer, or subsequent holder Lender shall have made any demand hereunder or (bii) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any such Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off set‑off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Bank is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without notice to any Borrower, any Guarantor or to any other Person, (any such notice being hereby expressly waivedwaived hereby) and to the fullest extent permitted by law and without regard to any collateral or other source of payment whatsoever, to set-set off and to appropriate and to apply any and all deposits (general or specialspecific, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates regardless of depositcurrency, whether matured maturity, or unmatured, and in whatever currency denominated, but not including trust accountsthe branch of the Bank where the deposits are held) and any other indebtedness at any time held or owing other sums credited by or due from any of the Banks to any of the Borrowers against any and all Obligations of the Borrowers and the Guarantors to the Banks. Each of the Banks agrees with the other Banks that Lender(a) if an amount to be set off is to be applied to Indebtedness of any Borrower or Guarantor to a Bank, L/C Issuerother than Indebtedness evidenced by the then Outstanding Loans or Reimbursement Obligations held by all of the Banks, subsequent holder, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all Outstanding Loans or affiliate, to or for the credit or the account Reimbursement Obligations of such Bank, and (b) if a Bank shall receive from any Borrower or such GuarantorGuarantor whether by voluntary payment, whether or not matured, against and on account exercise of the Obligations right of set-off, counterclaim, cross action, enforcement of the claim related to Loans by a Bank by proceedings against such Borrower or such Guarantor to that Lenderat law or in equity or by proof thereof in bankruptcy, L/C Issuerreorganization, liquidation, receivership or similar proceedings, or subsequent holder under otherwise, any payment so received shall be shared so as to give effect to the Loan Documentsprovisions of Section 9.1 and, includingthereafter, but not limited to, all claims of any nature or description arising out of or connected with in the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to manner contemplated by Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured2.17.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the each L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, that L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of such the Borrower or such Guarantor to that Lender, that L/C Issuer, Issuer or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, that L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each LenderDefault and during the continuation thereof, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is the Lenders are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, any Lender or affiliateAdministrative Agent, to or for the credit or the account of such the Borrower or such Guarantor, whether or not maturedany of its Restricted Subsidiaries, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan DocumentsLenders and the Administrative Agent, including, but not limited towithout limitation, all Obligations and any other claims of any nature or description arising out of or connected with the this Agreement or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, any Lender or subsequent holder Administrative Agent shall have made any demand hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 hereof and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or any of its Restricted Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Loan Party at any time or from time to timetime subject to the consent of Collateral Agent and the Lenders (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Loan Party or to any other PersonPerson (other than Collateral Agent and the Lenders), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Loan Party to such Borrower or such Guarantor to that LenderLender hereunder, L/C Issuer, or subsequent holder the participations under the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under During the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence continuance of any Event of DefaultDefault and the acceleration of the Obligations, each Lender, any deposits or other sums credited by or due from any of the L/C Issuer, each subsequent holder of any ObligationBanks to a Borrower, and each any securities or other property of their respective affiliates, a Borrower in the possession of such Bank (except to the extent such Bank is hereby authorized by each Borrower and each Guarantor at holding any time securities or from time to time, without notice to any Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account assets of such Borrower in its capacity as custodian of such Borrower) may be applied to or set off by such GuarantorBank against the payment of any of the Obligations, whether direct or not maturedindirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank. Each Bank agrees with each other Bank that if such Bank shall receive from a Borrower whether by voluntary payment, exercise of the right of set off, counterclaim, cross action, or enforcement of a claim based on the Obligations of such Borrower owing to such Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and on account shall retain and apply to the payment of the Obligations of such Borrower owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations of such Borrower owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations of such Guarantor Borrower owing to it its proportionate payment as contemplated by this Agreement; provided that Lenderif all or any part of such excess payment is thereafter recovered from such Bank, L/C Issuer, or subsequent holder under such disposition and arrangements shall be rescinded and the Loan Documents, includingamount restored to the extent of such recovery, but without interest. Each Bank agrees to notify the Administrative Agent and the applicable Borrower promptly after any such setoff or application, provided that the failure to give such notice shall not limited to, all claims affect the validity of any nature such setoff or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedapplication.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, Default the L/C Issuer, each subsequent holder of any ObligationInvestor, and each of their respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Note Party at any time or from time to timetime subject to the consent of the Investor, without notice to any Borrower, any Guarantor Note Party or to any other PersonPerson (other than Collateral Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, the Investor to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Note Party (in whatever currency) against and on account of the Obligations obligations and liabilities of such Borrower or such Guarantor any Note Party to that Lenderthe Investor hereunder, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, or with the Loan Documentsany other Note Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder the Investor shall have made any demand hereunder or hereunder, (b) the principal of or the interest on in respect of the Loans and Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of the Investor different from the branch or office holding such deposit or obligation or such Indebtedness. The Investor agrees to notify Company promptly of its exercise of any rights under this Section 10.4, but the failure to provide such notice shall not otherwise limit its rights under this Section 10.4 or result in any liability to the Investor.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, Affiliates is hereby authorized by each Borrower and each Guarantor Credit Party at any time or from time to timetime subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Borrower, any Guarantor Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Credit Party (in whatever currency) against and on account of the Obligations obligations and liabilities of any Credit Party to such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder Lender hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmaturedunmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents this Agreement or applicable law otherwise, and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, each Lender, the L/C Issuer, each Lender and any subsequent holder or holders of any Obligation, and each of their respective affiliates, is the Note are hereby authorized by each Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Lender or affiliate, such holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedBorrower, against and on account of the Obligations obligations and liabilities of such Borrower Borrower, to Lender or such Guarantor to that Lender, L/C Issuer, or subsequent holder under this Agreement, the Note, and any other Loan DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Note, or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Lender or subsequent the holder of the Note shall have made any demand hereunder or (b) Lender shall have declared the principal of or the and interest on the Loans and Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 9.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by Lender or by any subsequent holder of the Note shall be subject to the application of payment provisions of Article 2 hereof.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer, Lender and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or premium trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, Lender or that subsequent holder, or affiliate, holder to or for the credit or the account of such Borrower or such Guarantorthe Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lender, L/C Issuer, Lender or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, Lender or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lenderany Accounts, deposits, balances or other sums credited by or due from the L/C IssuerAgent, each subsequent holder any affiliate of the Agent or FleetBoston Financial Corporation or any of the Lenders, or from any affiliate of any Obligationof the Lenders, and each of their respective affiliates, is hereby authorized to the Guarantor may to the fullest extent not prohibited by each Borrower and each Guarantor applicable law at any time or from time to time, without notice regard to any Borrowerthe existence, any Guarantor sufficiency or to adequacy of any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedcollateral, and in whatever currency denominated, but not including trust accounts) and without notice or compliance with any other indebtedness at condition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived to the fullest extent permitted by law, be set off, appropriated and applied by the Agent against any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, against and on account all of the Guaranteed Obligations of such Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder demand shall have made been made, in such manner as the Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereunder such set off, appropriation or (b) application, the principal Agent agrees to notify Guarantor thereof, provided the failure to give such notice shall not affect the validity of such set off or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiesappropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE T-TWO LOAN, or any of themPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, may be contingent or unmaturedDEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, the Administrative Agent, each Lender, of the L/C Issuer, each subsequent holder of any Obligation, Lenders and each of their respective affiliates, the Issuing Bank is hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that any Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliatethe Issuing Bank, to or for the credit or the account of such the Borrower or such Guarantor, whether or not maturedany of its Subsidiaries, against and on account of the Obligations obligations and liabilities of such the Borrower or such Guarantor to that Lenderthe Lenders, L/C Issuer, or subsequent holder under the Loan DocumentsAdministrative Agent and the Issuing Bank, including, but not limited to, all Obligations and any other claims of any nature or description arising out of or connected with this Agreement, the Notes or any other Loan DocumentsDocument, irrespective of whether or not (a) that any Lender, L/C Issuerthe Administrative Agent or the Issuing Bank, or subsequent holder as applicable, shall have made any demand hereunder or (b) any Lender, the Administrative Agent or the Issuing Bank, as applicable, shall have declared the principal of or the and interest on the Loans and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 and although said such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured. Upon direction by the Administrative Agent with the consent of the Lenders, each Lender or the Issuing Bank holding deposits of the Borrower or any of its Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, its Affiliates is hereby authorized by each the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent, without notice to any Borrower, any Guarantor the Borrower or to any other PersonPerson (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waivedwaived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsaccounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, (in whatever currency) against and on account of the Obligations obligations and liabilities of the Borrower to such Borrower Lender arising hereunder or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or hereunder, (b) the principal of or the interest on the Loans and or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2.1 or Section 7 and although said such obligations and liabilities, or any of them, may be contingent or unmatured.unmatured or

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents Applicable Law or applicable law otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender (and each of their respective affiliates, its Affiliates) is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without presentment, demand, protest or other notice to of any Borrower, any Guarantor or to any other Person, any kind (all of such notice rights being hereby expressly waived), to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsspecific) and any other indebtedness at any time held or owing by that Lendersuch Lender (including, L/C Issuerwithout limitation, subsequent holderbranches, agencies or affiliate, Affiliates of such Lender wherever located) to or for the credit or the account of such the Borrower or such Guarantor, whether or not matured, against obligations and on account liabilities of the Obligations of such Borrower or such Guarantor to that Lenderthe Lenders hereunder, L/C Issuer, or subsequent holder under the Loans and Notes, under the other Loan Documents, including, but not limited to, all claims of any nature Documents or description arising out of or connected with the Loan Documentsotherwise, irrespective of whether the Administrative Agent or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such ▇▇▇▇▇▇ subsequent thereto. The Borrower hereby agrees that to the extent permitted by law any Person purchasing a participation in the Loans hereunder may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable law Applicable Law and not by way of limitation of any such rights, upon after the occurrence of any Event of Default, each LenderMaturity Date (whether by acceleration or otherwise), the L/C Issuer, each Banks and any subsequent holder or holders of any Obligation, and each of their respective affiliates, is the Notes are hereby authorized by each the Borrower and each Guarantor at any time or from time to time, without notice to any Borrower, any Guarantor the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Banks or affiliate, such holder to or for the credit or the account of such Borrower or such Guarantor, whether or not maturedthe Borrower, against and on account of the Obligations obligations and liabilities of such Borrower the Borrower, to the Banks or such Guarantor to that Lender, L/C Issuer, or subsequent holder under this Agreement, the Notes, and any other Loan DocumentsDocument, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Notes, or any other Loan DocumentsDocument, irrespective of whether or not (a) that Lender, L/C Issuer, the Banks or subsequent the holder of the Notes shall have made any demand hereunder or (b) the Banks shall have declared the principal of or the and interest on the Loans and Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 9 8.2 hereof and although said obligations and liabilities, or any of them, may shall be contingent or unmatured. Any sums obtained by any Bank or by any subsequent holder of the Notes shall be subject to the application of payments provisions of Article 2 hereof. Upon direction by the Administrative Agent, with the consent of the Majority Banks, after the Maturity Date (whether by reason of acceleration or otherwise) each Bank holding deposits of the Borrower shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents applicable Law or applicable law otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender, after obtaining the L/C Issuerprior written consent of the Administrative Agent, each subsequent holder of any Obligation, Lender (and each of their respective affiliates, its Affiliates) is hereby authorized by each Borrower and each Guarantor at any time or and from time to time, without presentment, demand, protest or other notice to of any Borrower, any Guarantor or to any other Person, any kind (all of such notice rights being hereby expressly waived), to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsspecific) and any other indebtedness at any time held or owing by that Lendersuch Lender (including, L/C Issuerwithout limitation, subsequent holderbranches, agencies or affiliate, Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower or such Guarantor, whether or not matured, any Loan Party against obligations and on account of the Obligations liabilities of such Borrower or such Guarantor Loan Party to that Lenderthe Lenders hereunder, L/C Issuer, or subsequent holder under the Notes, under the other Loan Documents, including, but not limited to, all claims of any nature Documents or description arising out of or connected with the Loan Documentsotherwise, irrespective of whether the Administrative Agent or not (a) that Lender, L/C Issuer, or subsequent holder the Lenders shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch obligations, liabilities or claims, or any of them, may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Loan Parties hereby agree that to the extent permitted by law any Person purchasing a participation in the Loans, Commitments and L/C Obligations hereunder pursuant to Section 2.01(c), 2.05(d), 2.13 or 10.07(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by such Loan Party to the Lender.