Common use of Set-Off Clause in Contracts

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

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, Default each Lender of Lenders and its their Affiliates each is hereby authorized by the Borrower Company at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such that Lender or any Affiliate of that Lender to or for the credit or the account of the Borrower (in whatever currency) Company and each other Loan Party against and on account of the obligations Obligations of Company or any other Loan Party to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, the Letters of Credit and liabilities of the Borrower to such Lender arising hereunder or under participations therein and the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Letters of Credit and participations therein or with any other Credit Loan Document, irrespective of whether or not (ai) such that Lender shall have made any demand hereunder, hereunder or (bii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 8 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law regulations and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each Purchaser is hereby authorized by the Borrower Company at any time or from time to time subject to the consent of the Administrative Agenttime, without notice or demand to the Borrower Company or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice or demand being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by such Lender the Company or any Subsidiary to or for the credit or the account of the Borrower (in whatever currency) Company or any of its Affiliates against and on account of any amounts due by the obligations and liabilities Company or any of the Borrower its Affiliates to such Lender arising hereunder or Purchaser under any Transaction Documents (including from the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentpurchase price to be disbursed hereunder), irrespective of whether or not (a) such Lender Purchaser shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured unmatured. If, as a result of such set off, appropriate or (c) application, such obligation or liability 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 a branch or office the other Purchaser Parties ratably according to the amounts they are owed on the date of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessreceipt.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower may at any time or and from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except but subject to the extent required by applicable law, provisions of Section 10.3 hereof (any requirement for such notice being hereby expressly waived by Borrower), setoff and apply against any and all of the obligations of Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the maximum extent under applicable lawAgent, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, whether matured provisional or unmatured, but not including trust accounts (in whatever currency)final) and any other Indebtedness at any time held or and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower (and any property of Borrower from time to time in whatever currency) against and on account possession of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit DocumentLender, irrespective of whether or not (a) such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall have made any demand hereundergive 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 (bincluding, without limitation, other rights of setoff) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 which such Lender different from the branch or office holding such deposit or obligation or such Indebtednessmay have.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, Default each Lender of Lenders and its their Affiliates each is hereby authorized by the Borrower Company at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such that Lender or any Affiliate of that Lender to or for the credit or the account of the Borrower (in whatever currency) Company and each of its Subsidiaries against and on account of the obligations Obligations of Company or 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, the Letters of Credit and liabilities of the Borrower to such Lender arising hereunder or under participations therein and the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Letters of Credit and participations therein or with any other Credit Loan Document, irrespective of whether or not (ai) such that Lender shall have made any demand hereunder, hereunder or (bii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 8 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault each Lender, each Lender and its their respective Affiliates each is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, the participations under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

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

Set-Off. In addition to any rights now or hereafter granted under applicable law 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 member of the Lender Group and its Affiliates each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Parties or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (any amounts held by any member of the Lender Group or any of its Affiliates in whatever currency)any escrow account) and any other Indebtedness Funded Debt at any time held or owing by any member of the Lender Group or any such Lender holder to or for the credit or the account of the any Borrower (in whatever currency) Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Lender arising hereunder or holder under the this Agreement, any Revolving Loan Notes, any other Credit Loan Document and any Bank Products Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with this Agreement, any Revolving Loan Notes, any other Credit Loan Document or any Bank Products Document, irrespective of whether or not (a) such the Lender Group shall have made any demand hereunder, hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans or and any Revolving Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 9.2 and although such said obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any member of the Lender Group or (c) such obligation or liability is owed by any subsequent holder of the Obligations shall be subject to a branch or office the application of such Lender different from the branch or office holding such deposit or obligation or such Indebtednesspayments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender (and each of its Affiliates each Affiliates) is hereby authorized by the Borrower at any time or and from time to time subject to the consent of the Administrative Agenttime, without presentment, demand, protest or other notice to the Borrower or to of any other Person kind (other than the Administrative Agent) except to the extent required by applicable law, any all of such notice rights being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived), to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)specific) and any other Indebtedness indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or the Lenders hereunder, under the Loans and Notes, under the other Credit Documents, including all claims of any nature Loan Documents or description arising out of or connected hereto or with any other Credit Documentotherwise, irrespective of whether the Agent or not (a) such Lender the Lenders shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilitiesobligations, liabilities or claims, or any of them, may be contingent or unmatured 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 (c) such obligation or liability is owed to a branch or office entered on the books of such Lender different from subsequent thereto. The Borrower hereby agrees that to the branch or office holding 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 deposit or obligation or Person were a Lender hereunder and any such Indebtednessset-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under applicable law Regulations and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each Purchaser Party is hereby authorized by the Borrower Company Parties at any time or from time to time subject to the consent of the Administrative Agenttime, without notice or demand to the Borrower any Company Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice or demand being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by such Lender Company Party to or for the credit or the account of the Borrower (in whatever currency) any Company Party or 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 and liabilities of the Borrower Purchase Price to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentbe disbursed hereunder), irrespective of whether or not (a) such Lender Purchaser Party shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured unmatured. If, as a result of such set off, appropriate or (c) application, such obligation or liability 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 a branch or office the other Purchaser Parties ratably according to the amounts they are owed on the date of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessreceipt.

Set-Off. In addition to any rights now or hereafter granted under applicable law Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault each Lender, each Lender the L/C Issuer and its their respective Affiliates each is are hereby authorized by the Borrower each Credit Party, at any time or from time to time time, subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) ), and any other Indebtedness at any time held or owing by such Lender to or the L/C Issuer to, or for the credit credit, or the account account, of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising or the L/C Issuer hereunder or and under the Letters of Credit and participations therein and the other Credit Documents, including all claims of any nature or description arising out of of, or connected hereto connected, herewith or with the Letters of Credit and participations therein or any other Credit Document, irrespective of whether or not (a) such Lender or the L/C Issuer shall have made any demand hereunder, (b) the principal of of, or the interest on or fees on, the Loans 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 2 payable, and although 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 or the L/C Issuer different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its Affiliates each is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or payroll accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or under the other Credit Documentshereunder, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law 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 and each Lender and its Affiliates each is of the Banks are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender any Bank or the Administrative Agent, to or for the credit or the account of the Borrower (in whatever currency) or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the Banks and the Administrative Agent, including, but not limited to, all Obligations and any other Credit Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes or with any other Credit Loan Document, irrespective of whether or not (a) such Lender any Bank or the Administrative Agent shall have made any demand hereunder, hereunder or (b) any Bank or the Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of the Banks, each Bank holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or and from time to time time, subject to the prior written consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to by the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawBorrower), to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, whether matured provisional or unmatured, but not including trust accounts (in whatever currency)final) and any other Indebtedness at any time held or and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against any and on account all of the obligations and liabilities of the Borrower to now or hereafter existing under this Agreement or any Note or Notes held by such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Loan Document, irrespective of whether or not (a) the Agent or such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans under this Agreement or any Note or Notes held by such Lender or such other amounts due hereunder shall have become due and payable pursuant to Section 2 Loan Document and although such obligations and liabilities, or any of them, may be contingent or unmatured or unmatured. Each Lender agrees promptly to notify the Borrower (cwith a copy to the Agent) after any such obligation or liability is owed set-off and application, provided that the failure to a branch or office give such notice shall not affect the validity of such set-off and application. The rights of each Lender different from the branch or office holding such deposit or obligation or such Indebtednessunder 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 applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its Affiliates each (which term shall for the purposes of this Section 10.04 include the Issuing Bank) is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum fullest extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, to set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) any Loan Party against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, the Letters of Credit and participations therein and under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, the Letters of Credit and participations therein or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent remedies of the Administrative AgentLender provided by this Agreement and by law, the Lender shall have the right, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawBorrower, any such notice being hereby expressly waived by the Borrower to the maximum extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such the Lender or any Affiliate thereof to or for the credit or the account of the Borrower (in whatever currency) against and on account Borrower. The Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations and liabilities owed by the Lender or its Affiliates to the Borrower against all of the Borrower Borrower’s obligations to such the Lender arising hereunder or its Affiliates, whether under this Loan Agreement or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentagreement between the parties or between the Borrower and any affiliate of the Lender, irrespective of or otherwise, whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations are then due, without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. The Lender agrees promptly to notify the Borrower after any such set-off and liabilities, or any of them, may be contingent or unmatured or (c) application made by the Lender; provided that the failure to give such obligation or liability is owed to a branch or office notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessset-off and application.

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 applicable law any other Facility Document is then due, Lender may apply to the payment of the Obligations any and not by way all balances, credits, deposits, accounts or 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 and each of its Affiliates each branches and offices is hereby authorized by the Borrower authorized, at any time or and from time to time subject to the consent of the Administrative Agenttime, without notice notice, (a) to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawset-off against, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and apply to apply any and all deposits the payment of, the Obligations (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts 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)the case of deposits, whether general or special, time or demand and however evidenced) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) pending any such action, to the principal of or the interest on the Loans or 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 2 and although such obligations and liabilities, or items drawn against any of them, deposits so held as Lender 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 Indebtednesselect in its sole discretion.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, each Lender the Lenders and its Affiliates each is any subsequent holder or holders of the Notes are hereby authorized by the each Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the any Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set set-off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (any amounts held by the Administrative Agent or any of its Affiliates in whatever currency)any escrow account) and any other Indebtedness at any time held or owing by the Lenders or such Lender holder to or for the credit or the account of the Borrower (in whatever currency) Borrowers, against and on account of the obligations and liabilities of the Borrower Borrowers, to the Lenders or such Lender arising hereunder or holder under this Agreement, the Notes, and any other Credit DocumentsLoan Document, including including, but not limited to, all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes, or with any other Credit Loan Document, irrespective of whether or not (a) such Lender the Lenders or the holder of the Notes shall have made any demand hereunder, hereunder or (b) the Lenders shall have declared the principal of or the and interest on the Loans or any and Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such said obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any Lender or (c) such obligation or liability is owed by any subsequent holder of the Notes shall be subject to a branch or office the application of such payments provisions of Article 2 hereof. Upon direction by the Administrative Agent, with the consent of all of the Lenders, each Lender different from the branch or office holding such deposit or obligation or such Indebtednessdeposits of any Borrower shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law 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 member of the Lender Group and its Affiliates each subsequent holder of the Obligations is hereby authorized by the Borrower Credit Parties at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Credit Parties or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (any amounts held by any member of the Lender Group or any of its Affiliates in whatever currency)any escrow account) and any other Indebtedness Funded Debt at any time held or owing by any member of the Lender Group or any such Lender holder to or for the credit or the account of the Borrower (in whatever currency) any Credit Party, against and on account of the obligations and liabilities of the Borrower Credit Parties, to any member of the Lender Group or any such Lender arising hereunder or holder under the this Agreement, any Notes, any other Credit Loan Document and any Bank Products Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with this Agreement, any Notes, any other Credit Loan Document or any Bank Products Document, irrespective of whether or not (a) such the Lender Group shall have made any demand hereunder, hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans or and any Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 9.2 and although such said obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any member of the Lender Group or (c) such obligation or liability is owed by any subsequent holder of the Obligations shall be subject to a branch or office the application of such Lender different from the branch or office holding such deposit or obligation or such Indebtednesspayments provisions of Article 2.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of Administrative Agent and Lenders provided by way of limitation of any such rightsLaw, upon the occurrence and during the continuance of any Event of Default, Administrative Agent and each Lender and its Affiliates each is hereby authorized by the Borrower at any time or and from time to time subject time, without prior notice to Borrower or any other party to the consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawLoan Documents, any such notice being hereby expressly waived by Borrower (on its own behalf and on behalf of each party to the maximum Loan Documents to the fullest extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable lawLaw), to set set-off and to appropriate and to apply any and all deposits (deposits, general or special, including Indebtedness evidenced time or demand, provisional or final, any time owing by certificates of deposit, whether matured Administrative Agent or unmatured, but not including trust accounts (in whatever currency)) and such Lender hereunder or under any other Indebtedness at any time held or owing by such Lender Loan Document to or for the credit or the account of such parties to the Borrower (in whatever currency) Loan Documents against any and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit DocumentIndebtedness, irrespective of whether or not (a) the Administrative Agent or such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans under this Agreement or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Loan Document and although such obligations and liabilities, or any of them, Indebtedness may be contingent or unmatured or (c) 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 obligation 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 liability is 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 branch “Lender Party”) shall proceed directly, by right of set-off, banker’s lien, counterclaim or office 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 different from Party to or for the branch credit or office holding the account of Borrower or any Guarantor) for purposes of applying such deposit or obligation or such assets against the Indebtedness, without the prior written consent of all Lenders.

Set-Off. The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Repurchase Agreement are recourse obligations of the Seller to which the Seller pledges its full faith and credit. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent remedies of the Administrative Buyer and the Agent (or the Buyer or the Agent, as the case may be) provided by this Repurchase Agreement and by law, the Buyer and the Agent (or the Buyer or the Agent, as the case may be) shall have the right, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawSeller, any such notice being hereby expressly waived by the Seller to the maximum extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any Affiliate thereof to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or Seller under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans Repurchase Agreement or any other amounts due hereunder 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 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 notice shall have become due and payable pursuant to Section 2 and although 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 not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessset-off and application.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender (and each of its Affiliates each that is party to a Guaranteed Swap Agreement) is hereby authorized by the Borrower at any time or and from time to time subject time, to the consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the fullest extent required permitted by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, whether matured provisional or unmaturedfinal, but not including trust accounts (excluding any deposits held in whatever currency)any trustee, agency, fiduciary or other capacity for the benefit of one or more 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 is party to such Guaranteed Swap Agreement) to or for the credit or the account of any Obligor against any of and all the Borrower (in whatever currency) against and on account obligations of the obligations and liabilities of the Borrower Obligor owed to such Lender arising hereunder now or hereafter existing under the other Credit Documents, including all claims of any nature this Agreement or description arising out of or connected hereto or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans under this Agreement or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Loan Document and although such obligations and liabilities, or any of them, may be contingent or unmatured or unmatured. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (cincluding other rights of setoff) such obligation or liability is owed to a branch or office of which such Lender different from the branch or office holding such deposit or obligation or such IndebtednessAffiliates may have. Any Lender or Affiliate that exercises a right of setoff under this section shall provide the Obligor prompt written notice thereof, it being understood that the failure to do so shall not impair the effectiveness of any such setoff in accordance with this Section.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender Holder and its its/their respective Affiliates each is hereby authorized by the Borrower each Note Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Note Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender Holder to or for the credit or the account of the Borrower any Note Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Note Party to such Lender arising hereunder or Holder hereunder, and under the other Credit Note Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Note Document, irrespective of whether or not (a) such Lender Holder shall have made any demand hereunder, (b) the principal of or the interest on the Loans Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 such Lender Holder different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law 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 Bank and its Affiliates each subsequent holder of any Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time subject to the consent of the Administrative Agenttime, without with notice to the Borrower simultaneously therewith or promptly thereafter, but without notice, to the Guarantors or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such additional notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (accounts, and in whatever currency)currency denominated) and any other Indebtedness at any time held or owing by such Lender that Bank or that subsequent holder to or for the credit or the account of the Borrower (in whatever currency) or any Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower or any Guarantor to such Lender arising hereunder that Bank or that subsequent holder under the other Credit Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with any other the Credit DocumentDocuments, irrespective of whether or not (a) such Lender that Bank or that subsequent holder shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any Notes and other amounts due hereunder shall have become due and payable pursuant to Section 2 7 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized any Accounts, deposits, balances or other sums credited by or due from the Borrower Agent, any affiliate of the Agent, or any of the Lenders, or from any affiliate of any of the Lenders, to the Guarantor may to the fullest extent not prohibited by applicable law at any time or from time to time subject time, without regard to the consent existence, sufficiency or adequacy of the Administrative Agentany other collateral, and without notice to the Borrower or to compliance with any other Person (other than the Administrative Agent) except to the extent required condition precedent now or hereafter imposed by applicable lawstatute, any such notice being rule of law or otherwise, all of which are hereby expressly waived to the maximum fullest extent under applicable permitted by law, be set off, appropriated and subject to applied by the Agent against any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, Guaranteed Obligations irrespective of whether or not (a) such Lender demand shall have made been made, in such manner as the Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereundersuch set off, (b) appropriation or application, the principal of or Agent agrees to notify Guarantor thereof, provided the interest on failure to give such notice shall not affect the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 validity of such Lender different from the branch set off or office holding such deposit appropriation or obligation or such Indebtednessapplication. 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, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender Bank and its Affiliates each subsequent holder of any Obligation is hereby authorized by the Borrower and each Guarantor at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Borrower, to the Guarantors or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness 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)currency denominated) and any other Indebtedness indebtedness at any time held or owing by such Lender that Bank or that subsequent holder to or for the credit or the account of the Borrower (in whatever currency) or any Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower or any Guarantor to such Lender arising hereunder that Bank or that subsequent holder under the other Credit Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with any other the Credit DocumentDocuments, irrespective of whether or not (a) such Lender that Bank or that subsequent holder shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any Notes and other amounts due hereunder shall have become due and payable pursuant to Section 2 8 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, upon Guarantor hereby authorizes the 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 and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenta Springing Recourse Event, without any prior notice to the Borrower Guarantor or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to waived, but in the maximum extent under applicable law, and case of a Lender or Participant subject to any requirements or limitations imposed by applicable lawreceipt 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 Indebtedness including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness indebtedness at any time held or owing by the Agent, such Lender Lender, or any affiliate of the Agent or such Lender, to or for the credit or the account of the Borrower (in whatever currency) Guarantor against and on account of the obligations and liabilities any of the Borrower to such Lender arising hereunder or under the other Credit DocumentsGuarantied Obligations, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may shall be contingent or unmatured 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 (c) counterclaim and other rights with respect to its participation after the occurrence of a Springing Recourse Event as fully as if such obligation or liability is owed to Participant were a branch or office direct creditor of Guarantor in the amount of such Lender different participation. Notwithstanding the foregoing, no amounts set off from the branch or office holding such deposit or obligation or such IndebtednessGuarantor shall be applied to Excluded Hedge Obligations of Guarantor.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon except to the occurrence of extent limited by Applicable Law, at any time that an Event of DefaultDefault exists, each member of the Lender Group and its Affiliates each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Parties or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (any amounts held by any member of the Lender Group or any of its Affiliates in whatever currency)any escrow account) and any other Indebtedness Funded Debt at any time held or owing by any member of the Lender Group or any such Lender holder to or for the credit or the account of the any Borrower (in whatever currency) Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such Lender arising hereunder or holder under the this Agreement, any Term Loan Notes and any other Credit DocumentsLoan Document, including including, but not limited to, all claims of any nature or description arising out of or connected hereto with this Agreement or with any other Credit Loan Document, irrespective of whether or not (a) such the Lender Group shall have made any demand hereunder, hereunder or (b) the Lender Group shall have declared the principal of or the and interest on the Loans or Loan, any Term Loan Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 9.2 and although such said obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any member of the Lender Group or (c) such obligation or liability is owed by any subsequent holder of the Obligations shall be applied to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such IndebtednessObligations in accordance with Section 2.10(b).

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, the Administrative Agent and each Lender and its Affiliates each is of the Lenders are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, without limitation, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender or the Administrative Agent to or for the credit or the account of the Borrower (in whatever currency) or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the Lenders and the Administrative Agent, including, but not limited to, all Obligations and any other Credit Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes or with any other Credit Loan Document, irrespective of whether or not (a) such any Lender or the Administrative Agent shall have made any demand hereunder, hereunder or (b) any Lender or the Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 hereof and although such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured 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 (c1) Business Day following any such obligation or liability is owed setoff, the Administrative Agent shall give notice thereof to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such IndebtednessBorrower.

Set-Off. In addition to any rights now or hereafter granted under applicable law regulations and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each Purchaser is hereby authorized by the Borrower Company at any time or from time to time subject to the consent of the Administrative Agenttime, without notice or demand to the Borrower Company or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice or demand being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness indebtedness or other amounts at any time held or owing by such Lender the Company or any Subsidiary to or for the credit or the account of the Borrower (in whatever currency) Company or any of its Affiliates against and on account of any amounts due by the obligations and liabilities Company or any of the Borrower its Affiliates to such Lender arising hereunder or Purchaser under any Transaction Documents (including from the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentpurchase price to be disbursed hereunder), irrespective of whether or not (a) such Lender Purchaser shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans Notes or any other amounts due hereunder Obligation shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured unmatured. If, as a result of such set off, appropriate or (c) application, such obligation or liability 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 a branch or office the other Purchaser Parties ratably according to the amounts they are owed on the date of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.receipt..

Set-Off. In For so long as any of the Obligations are secured by one or more Real Property Assets located in the State of California, each Lender agrees not to charge or offset any amount owed to it by any Loan Party against any of the accounts, property or assets of any Loan Party without the prior written consent of Collateral Agent. Subject to the foregoing sentence, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 10.6, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Company and each Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company or such Borrower, or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts (and in whatever currency)currency denominated) and any other Indebtedness at any time held or owing by such that Lender or any Affiliate thereof to or for the credit or the account of the Company or such Borrower (in whatever currency) against and on account of the obligations and liabilities of the Company or such Borrower to such that Lender arising hereunder or under this Agreement, the other Credit DocumentsNotes, including the Domestic 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 hereto with this Agreement, the Letters of Credit or with any the Notes or the other Credit DocumentLoan Documents, irrespective of whether or not (a) such that Lender shall have made any demand hereunder, 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 any 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 2 7 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender and its Affiliates each (which term shall for the purposes of this Section 10.04 include the Issuing Bank) is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum fullest extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, to set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) any Loan Party against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, the Letters of Credit and participations therein and under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, the Letters of Credit and participations therein or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault each Lender, each Lender and its their respective Affiliates each is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of the Administrative AgentCollateral Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Collateral Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, the participations under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans Term Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law 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 and its Affiliates each any subsequent holder of any Note, and any assignee of any Note, subject to the Intercreditor Agreement, is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, including without limitation Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender or holder to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations Obligations and other liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentholder, irrespective of whether or not (a) such the Lender or holder shall have made any demand hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans or any Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or 8.2 hereof (c) such obligation or liability is owed to a branch or office of but after each set-off such Lender different from shall promptly notify the branch Administrative Agent and the Borrower). Any sums obtained by any Lender or office holding such deposit by any assignee or obligation or such Indebtednesssubsequent holder of any Note shall, subject to the Intercreditor Agreement, be subject to pro rata treatment of all Obligations and other 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 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 Lender, each L/C Issuer, each subsequent holder of any Obligation, and its Affiliates each of their respective affiliates, is hereby authorized by the Borrower Borrower, each Loan Party and each Guarantor at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Borrower, any other Loan Party or any Guarantor or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness 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 (in whatever currency)accounts) and any other Indebtedness indebtedness at any time held or owing by such Lender that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower (in whatever currency) Borrower, any such Loan Party or any such Guarantor, whether or not matured, against and on account of the obligations Obligations, Hedging Liability and liabilities Funds Transfer and Deposit Account Liability of the Borrower Borrower, any such Loan Party or any such Guarantor to such Lender arising hereunder that Lender, L/C Issuer, or subsequent holder under the other Credit Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with any other Credit Documentthe Loan Documents, irrespective of whether or not (a) such Lender that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any and other amounts due hereunder shall have become due and payable pursuant to Section 2 8 and although such said 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 Indebtednessunmatured.

Set-Off. In addition The Borrower, subject to any the rights now or hereafter granted under applicable law and not by way of limitation of any such rightsthe Borrower's senior Lien holders, upon hereby irrevocably authorizes the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or and from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawBorrower, any such notice being hereby expressly waived to by the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawBorrower, to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such the Lender to or for the credit or the account of the Borrower (Borrower, or any part thereof in whatever currency) such amounts as the Lender may elect, against and on account of the obligations and liabilities of the Borrower to such the Lender hereunder and claims of every nature and description of the Lender against the Borrower, in any currency, whether arising hereunder or hereunder, under the other Credit DocumentsNote, including all claims of any nature this Agreement or description arising out of or connected hereto or with any other Credit Documentotherwise, irrespective of as the Lender may elect, whether or not (a) such the Lender shall have has made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 for payment and although such obligations obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured or (c) unmatured. The Lender shall notify the Borrower promptly of any such obligation or liability is owed set-off and the application made by the Lender of the proceeds thereof, PROVIDED that the failure to a branch or office give such notice shall not affect the validity of such set-off and application. The rights of the Lender different from under this Section 13.4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the branch or office holding such deposit or obligation or such IndebtednessLender may have.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender and its respective Affiliates each of is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit DocumentsLender, including all claims of any nature or description arising out of or connected hereto or and with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans Term Loan or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault each Lender, each Lender and its their respective Affiliates each is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, the participations under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law 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 and each Lender and its Affiliates each is of the Lenders are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender or Administrative Agent, to or for the credit or the account of the Borrower (in whatever currency) or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the Lenders and the Administrative Agent, including, without limitation, all Obligations and any other Credit Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes or with any other Credit Loan Document, irrespective of whether or not (a) such any Lender or Administrative Agent shall have made any demand hereunder, hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 hereof and although such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its Affiliates each is hereby authorized by the Borrower Company at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such that Lender to or for the credit or the account of the Borrower (in whatever currency) Company against and on account of the obligations and liabilities of Company to that Lender under this Agreement, the Borrower to such Lender arising hereunder or under Letters of Credit and participations therein and the other Credit Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto with this Agreement, the Letters of Credit and participations therein or with any other Credit Loan Document, irrespective of whether or not (ai) such that Lender shall have made any demand hereunder, hereunder or (bii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 8 and although such said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. Notwithstanding the foregoing, each Lender agrees to give notice to Company promptly after any exercise by it of any such set off right, provided that the failure to give any such notice shall not affect any of Lenders' rights hereunder or (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 Indebtednessotherwise.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon During the occurrence continuance of any Event of Default, each Lender any deposits or other sums credited by or due from any of the Banks to the Borrower, and its Affiliates each is hereby authorized by any securities or other property of the Borrower at any time in the possession of such Bank may be applied to or from time to time subject to set off by such Bank against the consent payment of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, Borrower’s Obligations and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general other liabilities, direct, or specialindirect, including Indebtedness evidenced by certificates of depositabsolute or contingent, whether matured due or unmaturedto become due, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held now existing or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities hereafter arising, of the Borrower to such Lender arising hereunder or under Bank. Each of the Banks agrees with each other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not Bank that (a) if an amount to be set off is to be applied to Debt of the Borrower to such Lender Bank, other than Debt evidenced by the Note held by such Bank, such amount shall have made any demand hereunderbe 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 the right of set off, counterclaim, cross action, or enforcement of the interest on claim evidenced by the Loans 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 its ratable portion of the payments received by all of the Banks with respect to the Notes held by 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, 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 other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 part of such Lender different excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the branch or office holding amount restored to the extent of such deposit or obligation or such Indebtednessrecovery, but without interest.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon The Borrower hereby irrevocably authorizes the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower Collateral Agent at any time or and from time to time subject to the consent while an Event of the Administrative AgentDefault shall have occurred and be continuing, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawBorrower, any such notice being hereby expressly waived to by the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawBorrower, to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender the Collateral Agent to or for the credit or the account of the Borrower (Borrower, or any part thereof in whatever currency) such amounts as the Collateral Agent may elect, against and on account of the obligations and liabilities of the Borrower to such Lender arising the Collateral Agent hereunder or under the other Credit Documents, including all 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 hereto or with any other Credit Documentotherwise, irrespective of as the Collateral Agent may elect, whether or not (a) such Lender shall have the Collateral Agent or any Secured Party has made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 for payment and although such obligations obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured or (c) unmatured. The Collateral Agent shall notify the Borrower promptly of any such obligation or liability is owed set-off and the application made by the Collateral Agent of the proceeds thereof, provided that the failure to a branch or office give such notice shall not affect the validity of such Lender different from set-off and application. The rights of the branch or office holding such deposit or obligation or such IndebtednessCollateral Agent under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent may have.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender of the Agents and its Affiliates each Lender, and each of their respective Affiliates, is hereby authorized by the Borrower Credit Parties at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Credit Parties or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such Lender Agent or such Lender, or their respective Affiliates, as the case may be, to or for the credit or the account of the Borrower (in whatever currency) Parent and its Subsidiaries against and on account of the any obligations and liabilities of the Borrower Credit Parties to such Agent or such Lender arising hereunder or under this Agreement and the other Credit DocumentsLoan Documents which are then due and payable, including all claims of any nature or description arising out of or connected hereto with this Agreement or with any other Credit Loan Document, irrespective of whether or not (ai) such Agent or such Lender shall have made any demand hereunder, hereunder or (bii) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such said obligations and liabilities, or any of them, may be contingent or unmatured or (c) unmatured. Each Lender agrees that it will promptly notify the Administrative Agent of any exercise of such obligation or liability is owed Lender’s rights pursuant to a branch or office Section 8.4; provided that no failure of such Lender different from to deliver such notice shall affect the branch or office holding rights of such deposit or obligation or such IndebtednessLender hereunder.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of Lender provided by way of limitation of any such rightsthis Loan Agreement and by law, upon Lender shall have the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agentright, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawBorrowers, any such notice being hereby expressly waived by Borrowers to the maximum extent under applicable lawpermitted by any Requirements of Law, upon any amount becoming due and subject payable by Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to any requirements or limitations imposed by applicable law, to set set-off and to appropriate and to apply against such amount any and all property and deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender or any Affiliate thereof to or for the credit or the account of Borrowers. Lender may set-off cash, the Borrower (in whatever currency) against and on account proceeds of the liquidation of any Collateral and all other sums or obligations and liabilities owed by Lender or its Affiliates to Borrowers against all of the Borrower Borrowers’ obligations to such Lender arising hereunder or its Affiliates, whether under this Loan Agreement or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentagreement between the parties or between Borrowers and any affiliate of Lender, irrespective of or otherwise, whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations are then due, without prejudice to Lender’s or its Affiliate’s right to recover any deficiency. Lender agrees promptly to notify Borrowers after any such set-off and liabilities, or any of them, may be contingent or unmatured or (c) application made by Lender; provided that the failure to give such obligation or liability is owed to a branch or office notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessset-off and application.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized any such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Agent or any of the Lenders, or from any such affiliate of any of the Lenders, to the Borrower may to the fullest extent not prohibited by applicable law at any time or from time to time subject time, without regard to the consent existence, sufficiency or adequacy of the Administrative Agentany other collateral, and without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or compliance with any other Credit Documentcondition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by Agent against any or all of the Borrower's Obligations irrespective of whether or not (a) such Lender demand shall have made been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereundersuch set off, (b) appropriation or application, Agent agrees to notify the principal of or Borrower thereof, provided the interest on failure to give such notice shall not affect the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 validity of such Lender different from the branch set off or office holding such deposit appropriation or obligation or such Indebtednessapplication. 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, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender and its its/their respective Affiliates each is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of Administrative Agent (such consent to be given or withheld at the Administrative Agentwritten direction of the Requisite Lenders), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, and under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon After the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized any such Depository Accounts, Accounts, deposits, balances or other sums credited by or due from Agent, any affiliate of Agent or any of the Lenders, or from any such affiliate of any of the Lenders, to the Borrower may to the fullest extent not prohibited by applicable law at any time or from time to time subject time, without regard to the consent existence, sufficiency or adequacy of the Administrative Agentany other collateral, and without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or compliance with any other Credit Documentcondition precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby waived, be set off, appropriated and applied by Agent against any or all of the Borrower’s Obligations irrespective of whether or not (a) such Lender demand shall have made been made, in such manner as Agent in its sole and absolute discretion may determine. Within three (3) Business Days of making any demand hereundersuch set off, (b) appropriation or application, Agent agrees to notify the principal of or Borrower thereof, provided the interest on failure to give such notice shall not affect the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 validity of such Lender different from the branch set off or office holding such deposit appropriation or obligation or such Indebtednessapplication. 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, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF SUCH BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its their respective Affiliates each is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or under the other Credit Documentshereunder, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each Lender and its Affiliates each any subsequent holder of any Note, and any assignee or participant in any Note is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, including Indebtedness without limitation Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness Debt at any time held or owing by such Lender or holder to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations Obligations and other liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentholder, irrespective of whether or not (a) such the Lender or holder shall have made any demand hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans or any Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 7.2 and although such obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any Lender or (c) such obligation by any assignee, participant or liability is owed subsequent holder of any Note shall be subject to a branch or office pro rata treatment of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessall Obligations and other liabilities hereunder.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender and its Affiliates each is hereby authorized by the Borrower each Grantor at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawGrantor, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) any Grantor against and on account of the obligations and liabilities of the Borrower any Grantor to such Lender arising hereunder or and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentthereto, irrespective of whether or not (a) such Lender shall have made any demand hereunder, hereunder or under the other Credit Documents or (b) the principal of or the interest on the Loans or any other amounts due hereunder or under any other Credit Document shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) unmatured; provided that in the event that any Defaulting Lender shall exercise any such obligation or liability is owed right of set-off, all amounts so set off shall be paid over immediately to a branch or office the Administrative Agent for further application in accordance with the provisions of Section 2.21 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender different from its other funds and deemed held in trust for the branch or office holding such deposit or obligation or such Indebtednessbenefit of the Administrative Agent, the Collateral Agent and the Lenders.

Set-Off. In addition to any rights now or hereafter granted under ------- applicable law and not by way of limitation of any such rights, upon the occurrence and continuance of any Event of DefaultDefault by any Borrower, each Lender and its Affiliates each is the Banks are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without presentment, demand, protest or other notice of any kind to the any Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawperson or entity, any such notice being all of which are hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender either Bank to or for the credit or the account of the any Borrower (in whatever currency) against and on account of the obligations and liabilities of the any Borrower to such Lender arising hereunder either Bank under this Agreement or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentotherwise, irrespective of whether or not (a) such Lender the Bank shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilitiessaid obligations, liabilities or claims, or any of them, may then be contingent or unmatured and without regard for the availability or (c) such obligation adequacy of other Collateral. Each Borrower also grants to the Banks a security interest in and to all its deposits and all securities or liability is owed other property in the possession of the Banks from time to time, to secure the prompt and full payment and performance of any and all obligations to the Banks, and, upon the occurrence of any Event of Default, the Banks may exercise all rights and remedies of a branch or office of such Lender different from secured party under the branch or office holding such deposit or obligation or such IndebtednessUniform Commercial Code.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon following the occurrence and during the continuance of any Event of Default, Default each Lender and its Affiliates each is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or payroll accounts or other Excluded Accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or under the other Credit Documentshereunder, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault each Lender, each Lender and its respective Affiliates each is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or hereunder, and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates are each is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentLender (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawLender), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or and under the other Credit Transaction Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Transaction Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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.indebtedness. Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc.

Set-Off. In addition The BORROWER agrees that, to the fullest extent permitted by law, if any rights now OBLIGATION shall be due and payable (by acceleration or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Defaultotherwise), each Lender SECURED PARTY or PARTICIPANT (and its Affiliates each is hereby authorized by any branch, subsidiary or affiliate thereof) shall have the Borrower at any time or from time to time subject to the consent of the Administrative Agentright, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawBORROWER, to set off against and to appropriate and apply to apply such OBLIGATION any and indebtedness, liability or obligation of any nature owing to the BORROWER by such SECURED PARTY, PARTICIPANT (or branch, subsidiary or affiliate thereof), including but not limited to all deposits (whether time or demand, general or special, including Indebtedness evidenced by certificates of depositprovisionally credited or finally credited, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not evidenced by a certificate of deposit) now or hereafter maintained by the BORROWER with such SECURED PARTY, PARTICIPANT (a) such Lender or branch, subsidiary or affiliate thereof). Such right shall have made be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not any notice or demand hereunder, (b) has been given to the principal of or the interest on the Loans BORROWER or any other amounts due hereunder PERSON, whether such indebtedness, obligation or liability owed to the BORROWER is contingent, absolute, matured or unmatured (it being agreed that any such indebtedness, obligation or liability shall have become be deemed to be then due and payable pursuant 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 Section 2 all other rights of set-off and although such obligations banker’s LIEN and liabilitiesall other rights and remedies which the SECURED PARTIES, any PARTICIPANT, 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 unmatured prohibition of or (c) restriction on the rights of set-off or bankers’ LIEN of any 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 IndebtednessPERSON.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Agent, each Lender and its respective Affiliates each is are hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative Agent, in its sole discretion (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum fullest extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) ), and any other Indebtedness at any time held or owing by Agent, such Lender or such Affiliate to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities Obligations of the Borrower any Credit Party to Agent or such Lender arising hereunder or and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) Agent, such Lender or such Affiliate shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilitiesObligations, or any of them, may be contingent or unmatured or (c) such obligation or liability 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. 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 or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent remedies of the Administrative Buyer and the Agent (or the Buyer or the Agent, as the case may be) provided by this Repurchase Agreement and by law, the Buyer and the Agent (or the Buyer or the Agent, as the case may be) shall have the right, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawSeller, any such notice being hereby expressly waived by the Seller to the maximum extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any Affiliate thereof to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or Seller under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans Repurchase Agreement or any other amounts due hereunder 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 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 notice shall have become due and payable pursuant to Section 2 and although 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 not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.set-off and application

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon during the occurrence Continuance of any an Event of Default, Default each Lender and its Affiliates their Affiliates, each of is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or hereunder, and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto hereto, or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 the terms of this Agreement and although 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. (a) In addition to any rights now or hereafter granted under applicable law and not remedies of the Bank provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event event of Defaultdefault under this Agreement, each Lender the Bank is authorized, at any time, to set off and its Affiliates each is hereby authorized apply any and all Deposits of the Borrower or any Obligor held by the Borrower at Bank or its affiliates against any time or from time to time subject and all Obligations owing to the consent Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the Administrative Agentapplicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawparty, any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Obligor) to the maximum fullest extent under applicable permitted by law, and subject . The Bank agrees promptly to notify the Borrower after any requirements or limitations imposed by applicable law, to set 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, including Indebtedness evidenced time or demand, provisional or final, individual or joint) as well as any money, instruments, securities, credits, claims, demands, income or other property, rights or interests owned by certificates of deposit, whether matured the Borrower or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held Obligor which come into the possession or owing by such Lender to custody or for under the credit or the account control of the Borrower (in whatever currency) against and on account of the obligations and liabilities Bank or its affiliates. “Obligations” means all obligations, now or hereafter existing, of the Borrower to such Lender arising hereunder the Bank under this Agreement and under any other agreement or under instrument executed in connection with this Agreement, and the other Credit Documents, including all claims obligations to the Bank of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 IndebtednessObligor.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any a Default or an Event of Default, each the Lender and its Affiliates each is any subsequent holder of the Revolving Note are hereby authorized by the Borrower Company at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company, or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and set-off, to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by the Lender or such Lender holder to or for the credit or the account of the Borrower (in whatever currency) Company, as the case may be, against and on account of the obligations and liabilities of the Borrower Company, as the case may be, to the Lender or such Lender arising hereunder or holder under this Agreement, the Revolving Note, and any other Credit DocumentsLoan Document, including including, but not limited to, all claims of any nature or description arising out of or connected hereto with this Agreement, the Revolving Note, or with any other Credit Loan Document, irrespective of whether or not (a) such the Lender or the holder of the Revolving Note shall have made any demand hereunder, hereunder or (b) the Lender shall have declared the principal of or the and interest on the Revolving Loans or any and the Revolving Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 7.2 hereof and although such said obligations and liabilities, or any of them, may shall 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any an Event of Default, each Lender and its Affiliates each any subsequent holder of any Note, and any assignee of any Note, is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, including without limitation Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender or holder to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations Obligations and other liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentholder, irrespective of whether or not (a) such the Lender or holder shall have made any demand hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans or any Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or 8.2 hereof (c) such obligation or liability is owed to a branch or office of but after each set-off such Lender different from shall promptly notify the branch Administrative Agent and the Borrower). Any sums obtained by any Lender or office holding such deposit by any assignee or obligation or such Indebtednesssubsequent holder of any Note shall be subject to pro rata treatment of all Obligations and other liabilities hereunder in accordance with each Specified Percentage.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent remedies of the Administrative AgentLender provided by this Agreement and by law, the Lender shall have the right, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawBorrower, any such notice being hereby expressly waived by each Borrower to the maximum extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such the Lender or any Affiliate thereof to or for the credit or the account of such Borrower; provided, that the Borrower 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 whatever currency) against and on account 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 under any other agreement between the parties or between any Borrower and liabilities any affiliate of the Borrower to such Lender arising hereunder Lender, or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of otherwise whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations are then due, without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. Lender agrees promptly to notify Borrowers after any such set-off and liabilities, or any of them, may be contingent or unmatured or (c) application made by the Lender; provided that the failure to give such obligation or liability is owed to a branch or office notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessset-off and application.

Set-Off. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the 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 and its Affiliates each Secured Creditor is hereby authorized by the Borrower authorized, at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower any Guarantor or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness indebtedness at any time held or owing by such Lender Secured Creditor to or for the credit or the account of the Borrower (in whatever currency) such Guarantor, against and on account of the obligations and liabilities of the Borrower such Guarantor to such Lender arising hereunder or Secured Creditor under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentthis Guaranty, irrespective of whether or not (a) such Lender Secured Creditor shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and said obligations, liabilities, deposits or claims, or any of them, may shall be contingent or unmatured or (c) unmatured. Any such obligation or liability is owed amount received by any Secured Creditor shall be paid over to a branch or office Administrative Agent for application to the Guaranteed Obligations in accordance with the terms of such Lender different from the branch or office holding such deposit or obligation or such IndebtednessCredit Agreement.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Default the Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such the Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such the Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such the Lender shall have made any demand hereunder, (b) the principal of or the interest on the Revolving Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 the Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, the Administrative Agent and each Lender and its Affiliates each is of the Lenders are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender or Administrative Agent, to or for the credit or the account of the Borrower (in whatever currency) or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the Lenders and the Administrative Agent, including, but not limited to, all Obligations and any other Credit Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes or with any other Credit Loan Document, irrespective of whether or not (a) such any Lender or Administrative Agent shall have made any demand hereunder, hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 hereof and although such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 2.1 or Section 7 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of the 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 and its Affiliates each is hereby authorized by the Borrower or at any time upon the occurrence and during the continuance of an Event of Default under paragraphs 9.1(a) or from time to time subject 9.1(b), the Bank shall have the right, to the consent of the Administrative Agentextent permitted by applicable law, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawBorrower, any such notice being hereby expressly waived waived, to the maximum extent under permitted by applicable law, and subject to any requirements or limitations imposed by applicable lawthe Borrower, to set off and to appropriate and to apply against any and all deposits (general or special, including Indebtedness evidenced by certificates of depositindebtedness, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder the Bank, any amount owing from the Bank to the Borrower at, or under at any time after, the other Credit Documents, including all claims happening of any nature or description arising out of or connected hereto or with any other Credit Documentthe above- mentioned events. To the extent permitted by applicable law, irrespective the aforesaid right of whether or not (a) such Lender shall have made any demand hereunder, (b) set-off may be exercised by the principal of or Bank against the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilitiesBorrower, or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of themcreditors, may be contingent receiver, or unmatured execution, judgment or (c) attachment creditor of the Borrower or against anyone else claiming through or against the Borrower or such obligation trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or liability is owed execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by the Bank prior to the making, filing or issuance, or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a branch receiver, or office issuance of execution, subpoena, order or warrant. The Bank agrees promptly to notify the Borrower after any such set-off and application made by the Bank, provided that the failure to give such notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessset-off and application.

Set-Off. In Subject to the DIP Order, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, DIP Agent, each DIP Lender and its respective Affiliates each is are hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative DIP Agent, in its sole discretion (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative DIP Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum fullest extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) ), including, without limitation, funds on deposit in the Loan Proceeds Account, and any other Indebtedness at any time held or owing by DIP Agent, such DIP Lender or such Affiliate to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations Obligations of any Credit Party to DIP Agent or such DIP Lender hereunder and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) DIP Agent, such DIP Lender or such Affiliate shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilitiesObligations, or any of them, may be contingent or unmatured or (c) such obligation or liability Obligation is owed to a branch or office of DIP Agent, such DIP Lender or such Affiliate different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent, each Lender if any, specified by Section 7.2 to authorize the Administrative Agent to declare the Notes and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject other amount payable hereunder due and payable pursuant to the consent provisions of Section 7.2 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 7.3, the Administrative Agent, without notice each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the Borrower or to any other Person (other than the Administrative Agent) except to the fullest extent required permitted by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, whether matured provisional or unmatured, but not including trust accounts (in whatever currency)final) and any other Indebtedness at any time held or and other indebtedness at any time owing by the Administrative Agent, such Lender Lender, or any such Affiliate to or for the credit or the account of the Borrower (in whatever currency) any Credit Party against any and on account all of the obligations and liabilities of the Borrower to now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, such Lender arising hereunder Lender, or under such Affiliate, and the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) the Administrative Agent, such Lender Lender, or such Affiliate shall have made any demand hereunderunder this Agreement, (b) the principal of such Note, or the interest on the Loans or any such other amounts due hereunder shall have become due and payable pursuant to Section 2 Credit Documents, and although such obligations and liabilities, or any of them, may be contingent unmatured. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or unmatured or (c) its Affiliate, provided that the failure to give such obligation or liability is owed to a branch or office notice shall not affect the validity of such set off and application. The rights of the Administrative Agent and each Lender different from under this Section 7.4 are in addition to any other rights and remedies (including, without limitation, other rights of set off) which the branch or office holding such deposit or obligation Administrative Agent or such IndebtednessLender may have.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, the Administrative Agent and each Lender and its Affiliates each is of the Lenders are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender or Administrative Agent, to or for the credit or the account of the Borrower (in whatever currency) or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the Lenders and the Administrative Agent, including, but not limited to, all Obligations and any other Credit Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes or with any other Credit Loan Document, irrespective of whether or not (a) such any Lender or Administrative Agent shall have made any demand hereunder, hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under 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 Holder and its its/their respective Affiliates each is hereby authorized by the Borrower each Note Party at any time or from time to time subject to the consent of Agent (such consent to be given or withheld at the Administrative Agentwritten direction of the Requisite Holders), without notice to the Borrower any Note Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness Debt at any time held or owing by such Lender Holder to or for the credit or the account of the Borrower any Note Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Note Party to such Lender arising hereunder or Holder hereunder, and under the other Credit Note Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Note Document, irrespective of whether or not (a) such Lender Holder shall have made any demand hereunder, (b) the principal of or the interest on the Loans Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although 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 such Lender Holder different from the branch or office holding such deposit or obligation or such IndebtednessDebt.

Set-Off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Lender (and each of its Affiliates each Affiliates) is hereby authorized by the Borrower at any time or and from time to time subject to the consent of the Administrative Agenttime, without presentment, demand, protest or other notice to the Borrower or to of any other Person kind (other than the Administrative Agent) except to the extent required by applicable law, any all of such notice rights being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived), to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)specific) and any other Indebtedness indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or the Lenders hereunder, under the Notes, under the other Credit Documents, including all claims of any nature Transaction Documents or description arising out of or connected hereto or with any other Credit Documentotherwise, irrespective of whether the Agent or not (a) such Lender the Lenders shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilitiesobligations, liabilities or claims, or any of them, may be contingent or unmatured 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 (c) such obligation or liability is owed to a branch or office entered on the books of such Lender different from subsequent thereto. The Borrower hereby agrees that to the branch or office holding 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 deposit or obligation or Person were a Lender hereunder and any such Indebtednessset-off shall reduce the amount owed by the Borrower to the Lender.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each Lender and its Affiliates each any subsequent holder of the Term Loan Note, and any assignee or Participant in the Term Loan Note is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, including Indebtedness without limitation Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness Debt at any time held or owing by Lender or such Lender holder, assignee or Participant to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations Obligations and other liabilities of the Borrower to Lender or such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentholder, irrespective of whether or not (a) Lender or such Lender holder, assignee or Participant shall have made any demand hereunder, or (b) Lender or such holder, assignee or Participant shall have declared the principal of or the and interest on the Loans or any Term Loan and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, or any of them, may shall be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such unmatured. Any sums obtained by Lender different from the branch or office holding such deposit or obligation or such Indebtednessholder, assignee or Participant shall be applied pursuant to Section 8.3.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, each the Administrative Agent and the Lender and its Affiliates each is Parties are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender Party or the Administrative Agent to or for the credit or the account of the Borrower (in whatever currency) or any of its Restricted Subsidiaries against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, Obligations irrespective of whether or not (a) such any Lender Party or the Administrative Agent shall have made any demand hereunder, hereunder or (b) the Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, Obligations or any of them, may shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of the Majority Lenders, each Lender Party holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Restricted Subsidiaries shall exercise its set-off rights as so directed.

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

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender Holder and its its/their respective Affiliates each is hereby authorized by the Borrower each Note Party at any time or from time to time subject to the consent of Agent (such consent to be given or withheld at the Administrative Agentwritten direction of the Requisite Holders), without notice to the Borrower any Note Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender Holder to or for the credit or the account of the Borrower any Note Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Note Party to such Lender arising hereunder or Holder hereunder, and under the other Credit Note Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Note Document, irrespective of whether or not (a) such Lender Holder shall have made any demand hereunder, (bxl) the principal of or the interest on the Loans Notes or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured unmatured, or (cxli) such obligation or liability is owed to a branch or office of such Lender Holder different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted ------- under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower and Guarantor at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Borrower, Guarantor or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts (in whatever currency)accounts) and any other Indebtedness indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) or Guarantor or against and on account of the obligations and liabilities of Borrower and Guarantor to Lender under this Agreement and the Borrower to such Lender arising hereunder or under the other Credit DocumentsNote, including including, but not limited to, all claims of any nature or description arising out of or connected hereto with this Agreement or with any other Credit Documentthe Note, irrespective of whether or not (a) such Lender shall have made any demand hereunder, hereunder or (b) Lender shall have declared the principal of or the and interest on the Loans or any Loan and Note and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 7 and although such said obligations and liabilities, or any of them, may be --------- contingent or unmatured or (c) such obligation or liability is owed to unmatured. Lender acknowledges that the escrow account on deposit with Lender into which Borrower deposits prepayments for drilling and completion costs will be treated as a branch or office trust account for the purposes of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessthis section.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon The Parent hereby irrevocably authorizes the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower Lenders at any time or and from time to time subject to the consent while an Event of the Administrative AgentDefault shall have occurred and be continuing, without notice to the Borrower or to any other Person Parent (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to by the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawParent), to set set-off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender the Lenders to or for the credit or the account of the Borrower (Parent, or any part thereof in whatever currency) such amounts as the Lenders may elect, against and on account of the obligations and liabilities of the Borrower Parent to such Lender the Lenders hereunder and claims of every nature and description of the Lenders against the Parent, in any currency, whether arising hereunder or hereunder, under the other Credit DocumentsLoan Agreement, including all claims of any nature or description arising out of or connected hereto or with any other Credit DocumentLoan Document or otherwise, irrespective of as the Lenders may elect, whether or not (a) such Lender shall the Lenders have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 for payment and although such obligations obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured or (c) unmatured. The Lenders shall notify the Parent promptly of any such obligation or liability is owed set-off and the application made by the Lenders of the proceeds thereof, PROVIDED that the failure to a branch or office give such notice shall not affect the validity of such Lender different from set-off and application. The rights of the branch or office holding such deposit or obligation or such IndebtednessLenders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lenders may have.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its their respective Affiliates each of is hereby authorized by the Borrower each Credit Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Credit Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Credit Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Credit Party to such Lender arising hereunder or and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Term Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of DefaultDefault each Lender, each Lender L/C Issuer and its their respective Affiliates each is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than the Administrative Agent) except to the extent required by applicable law), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or L/C Issuer hereunder, the Letters of Credit under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, and the Letters of Credit or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although 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 or L/C Issuer different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way Regardless of limitation the 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 occurrence head office of any Event Lender or any of Default, each Lender and its Affiliates each is hereby authorized by branch offices to the Borrower may, at any time or and from time to time subject to after the consent occurrence of the Administrative Agentan Event of Default hereunder, without notice to the Borrower or to compliance with any other Person (other than the Administrative Agent) except to the extent required condition precedent now or hereafter imposed by applicable statute, rule of law, any such notice being or otherwise (all of which are hereby expressly waived to the maximum extent under applicable lawwaived) be set off, appropriated, and subject to any requirements or limitations imposed applied by applicable law, to set off and to appropriate and to apply such Lender against any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities Obligations of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) its affiliates in such obligation or liability is owed to a branch or manner as the head office of such Lender different from or any of its branch offices in its sole discretion may determine, and the branch Borrower hereby grants each such Lender a continuing security interest in such deposits, balances or office holding other sums for the payment and performance of all such deposit or obligation or such IndebtednessObligations. 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 63 BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the each Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower such Borrower, or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts (in whatever currency)accounts) and any other Indebtedness at any time held or owing by such that Lender to or for the credit or the account of the such Borrower (in whatever currency) against and on account of the obligations and liabilities of the such Borrower to such that Lender arising hereunder or under this Agreement, the other Credit DocumentsNotes, including the Domestic 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 hereto with this Agreement, the Letters of Credit or with any the Notes or the other Credit DocumentLoan Documents, irrespective of whether or not (a) such that Lender shall have made any demand hereunder, hereunder or (b) that Lender shall have declared the principal of or and the interest on the Loans or and Notes, any obligations of Company 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 2 7 and although such said 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 Indebtednessunmatured.

Set-Off. In For so long as any of the Obligations are secured by one or more Real Property Assets located in the State of California, each Lender agrees not to charge or offset any amount owed to it by any Loan Party against any of the accounts, property or assets of any Loan Party without the prior written consent of Collateral Agent. Subject to the foregoing sentence, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 10.23, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Company and each Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company or such Borrower, or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts (and in whatever currency)currency denominated) and any other Indebtedness at any time held or owing by such that Lender or any Affiliate thereof to or for the credit or the account of the Company or such Borrower (in whatever currency) against and on account of the obligations and liabilities of the Company or such Borrower to such that Lender arising hereunder or under this Agreement, the other Credit DocumentsNotes, including the Domestic 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 hereto with this Agreement, the Letters of Credit or with any the Notes or the other Credit DocumentLoan Documents, irrespective of whether or not (a) such that Lender shall have made any demand hereunder, 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 any 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 2 7 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, each Lender the Administrative Agent and its Affiliates each is the Lenders are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender or the Administrative Agent, to or for the credit or the account of the Borrower (in whatever currency) or any of its Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit DocumentObligations, irrespective of whether or not (a) such any Lender or the Administrative Agent shall have made any demand hereunder, hereunder or (b) any Lender or the Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, liabilities or any of them, may shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of the Majority Lenders, each Lender holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Subsidiaries shall exercise its set-off rights as so directed.

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

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each Lender and its Affiliates each any subsequent holder of any portion of the Obligations, and any assignee or participant of any portion of the Obligations is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, including Indebtedness without limitation indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness indebtedness at any time held or owing by such Lender or holder to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations Obligations and other liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentholder, irrespective of whether or not (a) such the Lender or holder shall have made any demand hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans or any Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any Lender or (c) such obligation by any assignee, participant or liability is owed subsequent holder of any portion of the Obligations shall be subject to a branch or office pro rata treatment of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessall Obligations and other liabilities hereunder.

Set-Off. In addition to any rights now or hereafter ------- granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, subject to the written consent of all Lenders, each Lender and its Affiliates each any subsequent holder of the Notes is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender or such holder to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations and liabilities of the Borrower Borrower, to such Lender arising hereunder or such holder under this Agreement, the Notes and any other Credit DocumentsDocument, including including, but not limited to, all claims of any nature or description arising out of or connected hereto with this Agreement, the Notes or with any other Credit Document, irrespective of whether or not (a) such Lender Lenders or the holder of the Notes shall have made any demand hereunder, hereunder or (b) Lenders shall have declared the principal of or the and interest on the Loans or any and Notes and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 9.2 and although such said obligations and liabilities, liabilities or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any Lender or (c) such obligation or liability is owed by any subsequent holder of the Notes shall be subject to a branch or office the application of such Lender different from the branch or office holding such deposit or obligation or such Indebtednesspayments provisions of Article 2 hereof.

Set-Off. In addition The Borrower hereby gives and confirms to any rights the Lender a right of set-off of all moneys, securities and other property of the Borrower (whether special, general or limited) and the proceeds thereof, now or hereafter granted under applicable law delivered to remain with or in transit in any manner to the Lender, its correspondents or its agents from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of the Lender in any way, and not by way of limitation also, any balance of any such rightsdeposit accounts and credits of the Borrower with, upon and any and all claims of security for the occurrence payment of the Note and of all other liabilities and obligations now or hereafter owed by the Borrower to the Lender, contracted with or acquired by the Lender, whether joint, several, absolute, contingent, secured, unsecured, matured or unmatured, hereby authorizing the Lender at any time or times during an Event of Default, each Lender without prior notice, to apply such balances, credits of claims or any part thereof, to such liabilities in such amounts as it may select, whether contingent, unmatured or otherwise, and its Affiliates each whether any collateral security therefor is hereby authorized deemed adequate or not. The rights described herein shall be in addition to any collateral security described in any separate agreement executed by the Borrower at Borrower. This provision shall not imply any time or from time to time subject to the consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities obligation of the Borrower to such Lender arising hereunder or under maintain any deposit balances with the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 IndebtednessLender.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lenders provided by way of limitation of any such rightslaw, upon the occurrence of any if an Event of DefaultDefault exists or the Loans have been accelerated, each Lender and its Affiliates each is hereby authorized by the Borrower at any time or and from time to time subject to the consent of the Administrative Agenttime, without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawLoan Party, any such notice being hereby expressly waived by such Loan Party to the maximum fullest extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposittime or demand, whether matured provisional or unmatured, but not including trust accounts (in whatever currency)final) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by by, such Lender to or for the credit or the account of the Borrower (in whatever currency) such Loan Party against any and on account of the obligations and liabilities of the Borrower all Obligations owing to such Lender arising hereunder Lender, now or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documenthereafter existing, irrespective of whether or not (a) the Administrative Agent or such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans under this Agreement or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Loan Document and although such obligations and liabilities, or any of them, Obligations may be contingent or unmatured or (c) unmatured. Each Lender agrees promptly to notify such obligation or liability is owed Loan Party and the Administrative Agent after any such set off and application made by such Lender; provided, however, that the failure to a branch or office give such notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessset 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 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 Lender, each L/C Issuer, each subsequent holder of any Obligation, and its Affiliates each of their respective affiliates, is hereby authorized by the Borrower Borrower, each Loan Party and each Guarantor at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Borrower, any other Loan Party or any Guarantor or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness 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 (in whatever currency)accounts) and any other Indebtedness indebtedness at any time held or owing by such Lender that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower (in whatever currency) Borrower, any such Loan Party or any such Guarantor, whether or not matured, against and on account of the obligations Obligations, Hedging Liability and liabilities Funds Transfer and Deposit Account Liability of the Borrower Borrower, any such Loan Party or any such Guarantor to such Lender arising hereunder that Lender, L/C Issuer, or subsequent holder under the other Credit Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with any other Credit Documentthe Loan Documents, irrespective of whether or not (a) such Lender that ▇▇▇▇▇▇, L/C Issuer, or subsequent holder shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any and other amounts due hereunder shall have become due and payable pursuant to Section 2 8 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its Affiliates each Beneficiary is hereby authorized by the Borrower Holdings at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Holdings or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits or other amounts held by any Beneficiary for the credit or account of Holdings (general or special, including Indebtedness indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)accounts) and any other Indebtedness indebtedness at any time held or owing by such Lender that Beneficiary to or for the credit or the account of the Borrower (in whatever currency) Holdings against and on account of the obligations Guarantied Obligations and liabilities of the Borrower Holdings to such Lender arising hereunder or any Beneficiary under the other Credit Documentsthis Agreement, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentthis Agreement, irrespective of whether or not (ai) such Lender that Beneficiary shall have made any demand hereunder, hereunder or (bii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder or under any of the other Loan Documents shall have become due and payable pursuant to Section 2 8 and although such obligations said Guarantied Obligations and liabilities, or any of them, may be contingent or unmatured or (c) unmatured. Holdings hereby further grants to each Beneficiary a security interest in all deposits and accounts maintained with such obligation or liability is owed to a branch or office of such Lender different from Beneficiary as security for the branch or office holding such deposit or obligation or such IndebtednessGuarantied Obligations.

Set-Off. In addition to any rights now or hereafter granted ------- under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of Default, each Lender and its Affiliates each any subsequent holder of any Note, and any assignee or participant in any Note is hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to set-off, appropriate and to apply any and all deposits (general or specialspecial (except trust and escrow accounts), time or demand, including without limitation Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender or holder to or for the credit or the account of the Borrower (in whatever currency) Borrower, against and on account of the obligations Obligations and other liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Documentholder, irrespective of whether or not (a) such the Lender or holder shall have made any demand hereunder, or (b) the Lender or holder shall have declared the principal of or the and interest on the Loans or any Advances and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, or any of them, may shall be contingent or unmatured unmatured. Any sums obtained by any Lender or (c) such obligation by any assignee, participant or liability is owed subsequent holder of any Note shall be subject to a branch or office pro rata treatment of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessall Obligations and other liabilities hereunder.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault after obtaining the prior written consent of the Administrative Agent, each Lender Lender, the L/C Issuer and its Affiliates each subsequent holder of any Obligation is hereby authorized by the Borrower and such Guarantor at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or such Guarantor or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, tax accounts (and payroll accounts or any other account containing solely tax or trust funds, and in whatever currency)currency denominated) and any other Indebtedness indebtedness at any time held or owing by such Lender that Lender, the L/C Issuer or that subsequent holder to or for the credit or the account of the Borrower (in whatever currency) or such Guarantor, whether or not matured, against and on account of the obligations and liabilities Obligations of the Borrower or such Guarantor to such Lender arising hereunder that Lender, the L/C Issuer or that subsequent holder under the other Credit Loan Documents, including including, but not limited to, all claims of any nature or description arising out of or connected hereto or with any other Credit Documentthe Loan Documents, irrespective of whether or not (a) such Lender that Lender, the L/C Issuer or that subsequent holder shall have made any demand hereunder, hereunder or (b) the principal of or the interest on the Loans or any and other amounts due hereunder shall have become due and payable pursuant to Section 2 9 and although such said 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 Indebtednessunmatured.

Set-Off. In For so long as any of the Obligations are secured by one or more Real Property Assets located in the State of California, each Lender agrees not to charge or offset any amount owed to it by any Loan Party against any of the accounts, property or assets of any Loan Party without the prior written consent of Collateral Agent. Subject to the foregoing sentence, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, but in all cases subject to subsection 10.23, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Company and each Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower Company or such Borrower, or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, unmatured but not including trust accounts (and in whatever currency)currency denominated) and any other Indebtedness at any time held or 146 owing by such that Lender or any Affiliate thereof to or for the credit or the account of the Company or such Borrower (in whatever currency) against and on account of the obligations and liabilities of the Company or such Borrower to such that Lender arising hereunder or under this Agreement, the other Credit DocumentsNotes, including the Domestic 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 hereto with this Agreement, the Letters of Credit or with any the Notes or the other Credit DocumentLoan Documents, irrespective of whether or not (a) such that Lender shall have made any demand hereunder, 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 any 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 2 7 and although such said 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 Indebtednessunmatured.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, the Administrative Agent and each Lender and its Affiliates each is of the Lenders are hereby authorized by the Borrower at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender or Administrative Agent, to or for the credit or the account of the Borrower (in whatever currency) or any of its Restricted Subsidiaries, against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the Lenders and the Administrative Agent, including, without limitation, all Obligations and any other Credit Documents, including all claims of any nature or description arising out of or connected hereto with this Agreement or with any other Credit Loan Document, irrespective of whether or not (a) such any Lender or Administrative Agent shall have made any demand hereunder, hereunder or (b) any Lender or Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 hereof and although such obligations and liabilities, liabilities or any of them, may them shall be contingent or unmatured unmatured. Upon direction by the Administrative Agent with the consent of all of the Lenders each Lender holding deposits of the Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Restricted Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, Default each Lender and its their respective Affiliates each is hereby authorized by the Borrower each Loan Party at any time or from time to time subject to the consent of Collateral Agent and the Administrative AgentLenders (such consent not to be unreasonably withheld or delayed), without notice to the Borrower any Loan Party or to any other Person (other than Collateral Agent and the Administrative Agent) except to the extent required by applicable lawLenders), any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of the Borrower any Loan Party to such Lender arising hereunder or hereunder, the participations under the other Credit Loan Documents, including all claims of any nature or description arising out of or connected hereto hereto, or with any other Credit Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon During the occurrence continuance of any Event of Default, each Lender Default and its Affiliates each is hereby authorized by the Borrower at any time or from time to time subject to the consent acceleration of the Administrative AgentObligations, without notice any deposits or other sums credited by or due from any of the Banks to a Borrower, and any securities or other property of a Borrower in the Borrower or to any other Person possession of such Bank (other than the Administrative Agent) except to the extent required by applicable law, such Bank is holding any securities or other assets of such notice being hereby expressly waived Borrower in its capacity as custodian of such Borrower) may be applied to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply by such Bank against the payment of any and all deposits (general or special, including Indebtedness evidenced by certificates of depositthe Obligations, whether matured direct or unmaturedindirect, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held absolute or owing by contingent, due or to become due, now existing or hereafter arising, of such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder 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 under 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 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 Credit DocumentsBanks with respect to such excess, including 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 Borrower owing to it its proportionate payment as contemplated by this Agreement; provided that if all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 part of such Lender different excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the branch amount 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 office holding application, provided that the failure to give such deposit notice shall not affect the validity of such setoff or obligation or such Indebtednessapplication.

Set-Off. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence of any an Event of DefaultDefault and during the continuation thereof, each the Administrative Agents and the Lender and its Affiliates each is Parties are hereby authorized by the Borrower Borrowers at any time or from time to time subject to the consent of the Administrative Agenttime, without notice to the any Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawPerson, any such notice being hereby expressly waived to the maximum extent under applicable law, and subject to any requirements or limitations imposed by applicable lawwaived, to set off and to appropriate and to apply any and all deposits (general or special, including time or demand, including, but not limited to, Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such any Lender Party or any Administrative Agent to or for the credit or the account of the any Borrower (in whatever currency) or any of its Subsidiaries against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, Obligations irrespective of whether or not (a) such any Lender Party or any Administrative Agent shall have made any demand hereunder, hereunder or (b) any Administrative Agent shall have declared the principal of or the and interest on the Loans or any and other amounts due hereunder shall have become to be due and payable pursuant to as permitted by Section 2 8.2 and although such obligations and liabilities, Obligations or any of them, may shall be contingent or unmatured unmatured. Upon direction by any Administrative Agent with the consent of the Majority Lenders, each Lender Party holding deposits of the U.S. Borrower or (c) such obligation or liability is owed to a branch or office any of such Lender different from the branch or office holding such deposit or obligation or such Indebtednessits Subsidiaries shall exercise its set-off rights as so directed.

Set-Off. In addition to any rights now Any deposits or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender and its Affiliates each is hereby authorized by the Borrower other sums at any time credited by or due from time to time subject any Bank to the consent Company or any Subsidiary and any securities or other property of the Administrative Agent, without notice to the Borrower Company or to any other Person (other than the Administrative Agent) except to the extent required by applicable law, Subsidiary in any such notice being hereby expressly waived to the maximum extent under applicable law, Bank's possession may at all times be held and subject to any requirements or limitations imposed by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or treated as collateral security for the credit or the account payment of the Borrower (in whatever currency) against principal and on account of the obligations interest and liabilities of the Borrower to such Lender arising hereunder or under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due or under the Notes, and payable pursuant to Section 2 any and although such obligations and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any Borrower to the Banks. Regardless of the adequacy of any collateral, any deposits (other than accounts used solely for payroll or employee benefit plans) or other sums credited by or due from any of the Banks to the Company or any of them, Subsidiary may be contingent appropriately applied to or unmatured set-off against any principal, interest and any other amounts due hereunder or under the Notes, and such other liabilities by the Banks at any time without notice to any Borrower or compliance with any other condition precedent now or hereafter imposed by statute, rule of law or otherwise (call of which are hereby expressly waived by each Borrower). Each Bank agrees with the other Banks that (i) such obligation or liability if an amount to be set off is owed to be applied to indebtedness of a Borrower hereunder to a branch Bank, other than the indebtedness evidenced by this Agreement or office the Notes, such amount shall be applied ratably to such other indebtedness and to the indebtedness evidenced by this Agreement, and (ii) if a Bank shall receive from any Borrower or from the Company with respect to such Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Agreement and/or the Notes by proceedings against such Borrower or enforcement of any claim against the Company in respect of its guaranty, in either case whether 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 indebtedness to it hereunder and/or under the Notes of such Lender different Borrower, any amount in excess of such Bank's ratable portion of the payments received by the Banks, such Bank will promptly 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 indebtedness to it hereunder and/or under the Notes of such Borrower such Bank's proportionate payment; provided, however, that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the branch or office holding amount restored to the extent of such deposit or obligation or such Indebtednessrecovery, but without interest.

Set-Off. (a) In addition to any rights now or hereafter granted under applicable law and not remedies of the Bank provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of DefaultDefault under this Agreement, each Lender the Bank is authorized, at any time, to set off and its Affiliates each is hereby authorized apply any and all Deposits (as herein defined) of any Borrower or any Obligor held by the Borrower at Bank or its affiliates against any time or from time to time subject and all Obligations then due and owing to the consent Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the Administrative Agentapplicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent required by applicable lawparty, any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Obligor) to the maximum fullest extent under applicable permitted by law, and subject . The Bank agrees promptly to notify the Borrower after any requirements or limitations imposed by applicable law, to set 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, including Indebtedness evidenced time or demand, provisional or final, individual or joint) as well as any money, instruments, securities, credits, claims, demands, income or other property, rights or interests owned by certificates of deposit, whether matured any Borrower or unmatured, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held Obligor which come into the possession or owing by such Lender to or for the credit or the account of the Borrower (in whatever currency) against and on account of the obligations and liabilities of the Borrower to such Lender arising hereunder custody or under the other Credit Documents, including all claims control of any nature the Bank or description arising out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although 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 Indebtednessits affiliates.