Common use of Set-Offs Clause in Contracts

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyLender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Lenders under this subsection are in addition to any other rights and remedies which they the Lenders may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to ; and provided further that this Section shall not require sharing by the fullest extent it may effectively do so under applicable law, that any holder Swing Loan Lender of a participation amounts received in a Loan, whether or not acquired respect of Swing Loans pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationSection 2.17.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyBank; provided PROVIDED that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided PROVIDED that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans any Note held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans any Note held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans Notes held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans Notes held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of under the LoansNotes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. (b) The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that in addition to any rights and remedies of the Banks provided by law, each Bank shall have the right, without prior notice to the Borrower (any such notice being expressly waived by the Borrower to the extent permitted by applicable law) upon any amount becoming due and payable by the Borrower hereunder, under the Notes (whether at the stated maturity, by acceleration or otherwise) or any other Financing Document, to set-off and appropriate and apply against such amount any and all deposits (general or special, time 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, at any time held or owing by such Bank or any branch or agency thereof to or for the credit or the account of the Borrower. Each Bank agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Bank. Failure by any Bank to give any notice pursuant to the immediately preceding sentence shall constitute a breach by such Bank of its obligations as set forth in such sentence; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyLender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Lenders under this subsection are in addition to any other rights and remedies which they the Lenders may have. (b) Each Lender agrees that if it shall, by exercising any right of set-set- off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to ; and provided further that this Section shall not require sharing by the fullest extent it may effectively do so under applicable law, that any holder Swing Loan Lender of a participation amounts received in a Loan, whether or not acquired respect of Swing Loans pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationSection 2.17.

Set-Offs. (a) If (i) an 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 Event of Default has occurred Default, each Investor and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Swingline Investor is hereby authorized by the Borrower at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the extent permitted by applicable lawIssuer or to any other Person, without notice to the Borrower (any such notice being hereby expressly waived by the Borrower)waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time or owing by each Investor and the Swingline Investor, as the case may be (including by branches and agencies of such Lender Party Investor or the Swingline Investor (as the case may be) wherever located) to or for the credit or the account of the Borrower Issuer against any obligations and on account of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless Obligations of whether any such deposit or other obligation is the Issuer then due and payable to such Investor or is in the same currency or is booked or otherwise payable at the same office Swingline Investor (as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment case may be) under this AgreementAgreement or under any of the other Financing Documents. Each Lender Party agrees promptly to notify Investor and the Borrower after any such set-off and application made by such Lender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender Swingline Investor agrees that if it shall, by exercising any right of set-set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and principal, interest then or commitment fee due with respect to the Loans any Note or other Obligation held by it which is greater than the proportion received by any other Lender Investor or the Swingline Investor in respect of the aggregate amount of principal principal, interest and interest then commitment fee due with respect to the Loans any Note or other Obligation held by such other LenderInvestor or the Swingline Investor, the Lender Investor or Swingline Investor receiving such proportionately greater payment shall purchase such participations in the Loans Notes or other Obligations held by the other LendersInvestors and the Swingline Investor, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans Notes and the other Obligations held by the Lenders Investors and the Swingline Investor shall be shared by the Lenders Investors and the Swingline Investor pro rata; provided that nothing in this Section 10.4 shall impair the right of any Lender Investor or the Swingline Investor to exercise any right of set-set off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness Indebtedness of the Borrower Issuer other than its indebtedness in respect of Indebtedness under the LoansNotes or the Swingline Advances. The Borrower Issuer agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanNote or the Swingline Advances, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower Issuer in the amount of such participation. Notwithstanding anything to the contrary contained herein, each Investor and the Swingline Investor may, by separate agreement with the Issuer, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Investor or the Swingline Investor (as the case may be), as applicable, under this Section 10.4.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare and the Loans to be immediately due Lenders provided by this Guarantee, the Credit Documents and payable pursuant to Section 6.01by Requirements of Law, or the Loans Administrative Agent and the Lenders shall have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Borrowers, the Guarantors, the Pledgors or any other Credit Party, any such notice being expressly waived by the Borrower)Guarantors to the extent permitted by Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to set the Administrative Agent and the Lenders hereunder, under the Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property and assets of the Guarantors, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, Indebtedness, claims, securities, collateral, Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsAdministrative Agent, the Lenders, any of their Affiliates, any Person under the control of the Administrative Agent, the Lenders and other indebtedness at any time owing by such Lender Party successor or assign of the foregoing to or for the credit or the account of the Borrower against any obligations of the Borrower to such Lender Party now Guarantors, whether for safekeeping, custody, pledge, transmission, collection or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreementotherwise. Each Lender Party The Administrative Agent agrees promptly to notify the Borrower Guarantors after any such set-–off and application made by such Lender Party; the Administrative Agent or the Lenders, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may haveANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT AND THE LENDERS BY THE BORROWERS, THE GUARANTORS, THE PLEDGORS OR ANY OTHER CREDIT PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH GUARANTOR. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred the Deal Agent, the Purchaser or any Secured Party provided by this Agreement, the Repurchase Documents and is continuing by Applicable Law, the Purchaser and (ii) the requisite Lenders Deal Agent as agent for the Secured Parties shall have requested the Administrative Agent right, without prior notice to declare the Loans to be immediately due and payable pursuant to Section 6.01, Seller or the Loans have become immediately due and payable without notice as provided in Section 6.01Guarantor, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by Seller and the Borrower)Guarantor to the extent permitted by Applicable Law, upon any amount becoming due and payable by Seller or the Guarantor to set the Deal Agent, the Purchaser or any Secured Party hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other property of Seller or the Guarantor, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsDeal Agent, and other indebtedness at the Purchaser, any time owing by such Lender Secured Party or any Affiliate thereof to or for the credit or the account of Seller or the Borrower against Guarantor. (b) If any obligations Secured Party, whether by setoff or otherwise, has payment made to it with respect to any portion of the Borrower Obligations owing to such Lender Secured Party now (other than payments received pursuant to Section 11.1) in a greater proportion than that received by any other Secured Party, such Secured Party agrees, promptly upon demand, to purchase for cash without recourse or hereafter existing under this Agreementwarranty a portion of the Obligations held by the other Secured Parties so that after such purchase each Secured Party will hold its ratable proportion of the Obligations; provided, regardless however, that if all or any portion of whether any such deposit or other obligation excess amount is then due thereafter recovered from such Secured Party, such purchase shall be rescinded and payable or is in the same currency or is booked or otherwise payable at purchase price restored to the same office as the obligation against which it is set off and regardless extent of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees recovery, but without interest. (c) The Deal Agent will promptly to notify the Borrower affected Seller, the Guarantor, the Pledgor and/or any Affiliate or Subsidiary that is directly or indirectly wholly–owned by the Seller, the Guarantor and/or the Pledgor after any such set-–off and application made by such Lender Party; the Deal Agent as agent for the Secured Parties or the Purchaser, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare and the Loans to be immediately due Lenders provided by this Guarantee, the Credit Documents and payable pursuant to Section 6.01by Requirements of Law, or the Loans Administrative Agent and the Lenders shall have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Borrowers, the Guarantor, the Pledgors or any other Credit Party, any such notice being expressly waived by the Borrower)Guarantor to the extent permitted by Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantor to set the Administrative Agent and the Lenders hereunder, under the Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set—off and appropriate and apply against such amount any and all monies and other Property and assets of the Guarantor, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, Indebtedness, claims, securities, collateral, Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsAdministrative Agent, the Lenders, any of their Affiliates, any Person under the control of the Administrative Agent, the Lenders and other indebtedness at any time owing by such Lender Party successor or assign of the foregoing to or for the credit or the account of the Borrower against any obligations of the Borrower to such Lender Party now Guarantor, whether for safekeeping, custody, pledge, transmission, collection or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreementotherwise. Each Lender Party The Administrative Agent agrees promptly to notify the Borrower Guarantor after any such set-–off and application made by such Lender Party; the Administrative Agent or the Lenders, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may haveANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT AND THE LENDERS BY THE BORROWERS, THE GUARANTOR, THE PLEDGORS OR ANY OTHER CREDIT PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTOR. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate Dollar Amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the each Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the such Borrower against any obligations of the such Borrower to such Lender Party now or hereafter existing under this Agreement, regardless irrespective of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether not such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the relevant Borrower after any such set-off and application made by such Lender PartyLender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Lenders under this subsection are in addition to any other rights and remedies which they the Lenders may have. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any of its Loans, whether acquired pursuant to Section 10.06(b), subsection (b) of this Section or otherwise, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to any Loan of the Loans same Borrower held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans of the same Borrower held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans of the same Borrower held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section subsection shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationthis Agreement.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred the Deal Agent, the Purchaser or any Secured Party provided by this Agreement, the Repurchase Documents and is continuing by Applicable Law, the Purchaser and (ii) the requisite Lenders Deal Agent as agent for the Secured Parties shall have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Seller or the Guarantor, any such notice being expressly waived by the Borrower)Seller and the Guarantor to the extent permitted by Applicable Law, upon any amount becoming due and payable by the Seller to set the Deal Agent, the Purchaser or any Secured Party hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all monies and other property of the Seller, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsDeal Agent, and other indebtedness at the Purchaser, any time owing by such Lender Secured Party or any Affiliate thereof to or for the credit or the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this AgreementSeller. Each Lender Party The Deal Agent agrees promptly to notify the Borrower Seller and the Guarantor after any such set-off and application made by such Lender Party; the Deal Agent as agent for the Secured Parties or the Purchaser, provided that any the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights Seller and the Guarantor hereby waive any right of the Lender Parties setoff it may have or to which it may be entitled under this subsection are in addition Agreement from time to time against the Deal Agent, the Purchaser and any other rights and remedies which they may haveSecured Party or their assets. (b) Each Lender agrees that if it shallIf any Secured Party, whether by exercising any right of set-off or counterclaim setoff or otherwise, receive has payment of a proportion of the aggregate amount of principal and interest then due made to it with respect to any portion of the Loans held by it which is Obligations owing to such Secured Party (other than payments received pursuant to Section 11.1) in a greater proportion than the proportion that received by any other Lender in respect Secured Party, such Secured Party agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans Obligations held by the other LendersSecured Parties so that after such purchase each Secured Party will hold its ratable proportion of the Obligations; provided, and however, that if all or any portion of such other adjustments excess amount is thereafter recovered from such Secured Party, such purchase shall be made, as may be required so that all such payments of principal rescinded and interest with respect the purchase price restored to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationrecovery, but without interest.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the LoansLoans and LC Reimbursement Obligations. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or LC Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the such Borrower against any obligations of the such Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the relevant Borrower after any such set-off and application made by such Lender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans to any Borrower held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans to the same Borrower held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans to such Borrower held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans to such Borrower held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness in respect of the Loans. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan to such Borrower, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.foregoing

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate outstanding principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is and its affiliates are hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party or its affiliates to or for the account of the Borrower against any obligations Obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation Obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation Obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender Partyor its affiliates; provided that any failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Lender Parties Lenders and their respective affiliates under this subsection Section 10.04 are in addition to any other rights and remedies which they that the Lenders and their respective affiliates may have.. 72 (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and participations in LC Reimbursement Obligations held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and participations in LC Reimbursement Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and participations in LC Reimbursement Obligations held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 10.04 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower any Obligor other than its indebtedness in respect of the LoansLoans and LC Reimbursement Obligations. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a LoanLoan or LC Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Obligor in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the 765748.1 10/9/98 7:17p 64 account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyLender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Lenders under this subsection are in addition to any other rights and remedies which they the Lenders may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower any Obligor other than its indebtedness in respect of the Loans. The Borrower Each Obligor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Obligor in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the such Borrower against any obligations of the such Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the relevant Borrower after any such set-off and application made by such Lender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have.. 135 (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the participations in LC Reimbursement Obligations, participations in Apollo LC Reimbursement Obligations and Loans to any Borrower held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the participations in LC Reimbursement Obligations, participations in Apollo LC Reimbursement Obligations and Loans to the same Borrower held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the LC Reimbursement Obligations and Apollo LC Reimbursement Obligations and Loans to such Borrower held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the participations in LC Reimbursement Obligations and Apollo LC Reimbursement Obligations and Loans to such Borrower held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the relevant Borrower other than its indebtedness in respect of the Loans, the LC Reimbursement Obligations and the Apollo LC Obligations. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loanan LC Reimbursement Obligation, participation in an Apollo LC Reimbursement Obligation or Loan to such Borrower, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights tights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right night of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower Amway Parties at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower Amway Parties (any such notice being expressly waived by the BorrowerAmway Parties), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the a Borrower against any obligations of the Borrower Amway Parties to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower Amway Parties after any such set-off and application made by such Lender PartyBank; provided that any failure to give such notice shall 56 62 not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the a Borrower other than its indebtedness in respect of the Loanshereunder. The Borrower Each Amway Party agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower such Amway Party in the amount of such participation.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare and the Loans to be immediately due Lenders provided by this Guarantee, the Credit Documents and payable pursuant to Section 6.01by Requirements of Law, or the Loans Administrative Agent and the Lenders shall have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Borrowers, the Guarantor, the Pledgors or any other Credit Party, any such notice being expressly waived by the Borrower)Guarantor to the extent permitted by Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantor to set the Administrative Agent and the Lenders hereunder, under the Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property and assets of the Guarantor, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, Indebtedness, claims, securities, collateral, Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsAdministrative Agent, the Lenders, any of their Affiliates, any Person under the control of the Administrative Agent, the Lenders and other indebtedness at any time owing by such Lender Party successor or assign of the foregoing to or for the credit or the account of the Borrower against any obligations of the Borrower to such Lender Party now Guarantor, whether for safekeeping, custody, pledge, transmission, collection or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreementotherwise. Each Lender Party The Administrative Agent agrees promptly to notify the Borrower Guarantor after any such set-–off and application made by such Lender Party; the Administrative Agent or the Lenders, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may haveANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT AND THE LENDERS BY THE BORROWERS, THE GUARANTOR, THE PLEDGORS OR ANY OTHER CREDIT PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTOR. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred the Purchaser provided by this Agreement, the Repurchase Documents and is continuing and (ii) by Applicable Law, the requisite Lenders Purchaser shall have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Seller, the Guarantors or the Pledgor, any such notice being expressly waived by the Borrower)Seller, the Guarantors and the Pledgor to set the extent permitted by Applicable Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Seller, the Guarantors or the Pledgor to the Purchaser or any other Affected Party hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of the Seller, any of the Guarantors or the Pledgor, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, indebtedness, claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for Purchaser, any other PersonsAffected Party or any Affiliate of the foregoing, any Person under the control of the foregoing and other indebtedness at any time owing by such Lender Party successor or assign of the foregoing to or for the credit or the account of the Borrower against any obligations of Seller, the Borrower to such Lender Party now Guarantors or hereafter existing under this Agreementthe Pledgor, regardless of whether any such deposit for safekeeping, custody, pledge, transmission, collection or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreementotherwise. Each Lender Party The Purchaser agrees promptly to notify the Borrower Seller, the Guarantors and the Pledgor after any such set-–off and application made by such Lender Party; made, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may haveANY AND ALL RIGHTS TO REQUIRE THE PURCHASER AND THE OTHER AFFECTED PARTIES TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER AND THE OTHER AFFECTED PARTIES BY THE SELLER, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE SELLER, THE GUARANTORS AND THE PLEDGOR. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.any

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred the Purchaser provided by this Guaranty, the Repurchase Documents and is continuing and (ii) by Applicable Law, the requisite Lenders Purchaser shall have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Seller, the Guarantors or the Pledgor, any such notice being expressly waived by the Borrower)Guarantors to the extent permitted by Applicable Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to set the Purchaser hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any of the Guarantors, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, indebtedness, claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsPurchaser, any Affected Party, any Person under the control of the Purchaser and other indebtedness at any time owing by such Lender Party successor or assign of the foregoing to or for the credit or the account of the Borrower against any obligations of the Borrower to such Lender Party now Guarantors, whether for safekeeping, custody, pledge, transmission, collection or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreementotherwise. Each Lender Party The Purchaser agrees promptly to notify the Borrower Guarantors after any such set-–off and application made by such Lender Party; the Purchaser, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may haveANY AND ALL RIGHTS TO REQUIRE THE PURCHASER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER BY THE SELLER, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORS. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of Default has occurred limitation of such rights, each Borrower and is continuing and (ii) the requisite Lenders have requested each Guarantor hereby grants to the Administrative Agent and the Lenders a right of set-off, to declare secure repayment of all amounts owing to the Loans to be immediately due Administrative Agent and payable pursuant to Section 6.01the Lenders by the Borrowers and the Guarantors under the Loan Documents and the Obligations, upon any and all (regardless of any currency thereof) monies, securities, collateral or other Property of any Borrower or any Guarantor (but specifically excluding any Excluded Account) and any proceeds from the foregoing, now or hereafter held or received by the Administrative Agent, the Lenders or any entity under the control of the Administrative Agent or the Loans have become immediately due Lenders and payable their respective successors and assigns (including, without notice as provided limitation, branches and agencies of the Administrative Agent or Lenders wherever located), for the account of any Borrower or any Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of any Borrower or any Guarantor at any time existing, in Section 6.01each case whether direct or indirect, then absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Administrative Agent, any Lender or any Affiliate of the foregoing to or for the credit of any Borrower or any Guarantor. The Administrative Agent and each Lender Party is hereby authorized by the Borrower at any time and from time to timetime upon any amount becoming due and payable by any Borrower to the Administrative Agent or the Lenders under the Loan Documents, the Aggregate Unpaids, the Obligations (but only to the extent permitted that an event of default, an event that, with the notice or the lapse of time, would become an event of default, or any acceleration has occurred with respect to such other Obligations) or otherwise (whether at stated maturity, by applicable lawacceleration, by mandatory or optional prepayment or otherwise) or upon the occurrence of an Event of Default, without notice to the any Borrower (or any Guarantor, any such notice being expressly waived by the BorrowerBorrowers to the extent permitted by Applicable Law, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to the Administrative Agent or Lenders by the Borrowers and the Guarantors under the Loan Documents, the Aggregate Unpaids and the Obligations (but only to the extent that an event of default, an event that, with the notice or the lapse of time, would become an event of default, or any acceleration has occurred with respect to such other Obligations), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless irrespective of whether any such deposit the Administrative Agent or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Lenders shall have made any demand for payment hereunder and regardless of any other collateral securing such amounts. Each Borrower and each Guarantor shall be deemed directly indebted to the Administrative Agent and each Lender in the full amount of all amounts owing to the Administrative Agent and the Lenders by the Borrowers and the Guarantors under this Agreement, the Revolving Notes, the other Loan Documents and the Obligations, and the Administrative Agent and Lenders shall be entitled to exercise the rights of set-off provided for above. Each Lender Party ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT OR LENDERS BY THE BORROWERS AND THE GUARANTORS UNDER THE LOAN DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR (b) The Administrative Agent agrees promptly to notify the affected Borrower or Guarantor after any such set-off and application made by such Lender Partythe Administrative Agent; provided provided, that any the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationapplication.

Set-Offs. (a) If (i) an Event In addition to any rights and remedies of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare and the Loans to be immediately due Lenders provided by this Guarantee, the Credit Documents and payable pursuant to Section 6.01by Requirements of Law, or the Loans Administrative Agent and the Lenders shall have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable lawright, without prior notice to the Borrower (Borrowers, the Guarantors, the Pledgors or any other Credit Party, any such notice being expressly waived by the Borrower)Guarantors to the extent permitted by Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to the Administrative Agent and the Lenders hereunder, under the Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) (it is understood, however, that the limitations on the amounts payable by the Guarantors are subject to the limitations set forth in Section 2) to set–off and appropriate and apply against such amount any and all monies and other Property and assets of the Guarantors, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any and all other credits, Indebtedness, claims, securities, collateral, Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held, other than deposits held or owing by the Borrower as fiduciary for other PersonsAdministrative Agent, the Lenders, any of their Affiliates, any Person under the control of the Administrative Agent, the Lenders and other indebtedness at any time owing by such Lender Party successor or assign of the foregoing to or for the credit or the account of the Borrower against any obligations Guarantors, whether for safekeeping, custody, pledge, transmission, collection or otherwise but excluding, in each case, the Additional Cash Collateral except as provided in Section 2 and to the extent of the Borrower L/C Obligations arising with respect to such Lender Party now or hereafter existing under this Agreement, regardless the Mortgage Obligation LCs and other cash collateral held for L/C Obligations pursuant to Section 5.30 of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Credit Agreement. Each Lender Party The Administrative Agent agrees promptly to notify the Borrower Guarantors after any such set-–off and application made by such Lender Party; the Administrative Agent or the Lenders, provided that any the failure to give such notice shall not affect the validity of such setoff set–off and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may haveANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT AND THE LENDERS BY THE BORROWERS, THE GUARANTORS, THE PLEDGORS OR ANY OTHER CREDIT PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET—OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH GUARANTOR. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Set-Offs. Regardless of the adequacy of any Collateral, during the continuance of any Default, including in connection with any acceleration of the Obligations, any deposits (a) If (i) an Event general or specific, time or demand, provisional or final, regardless of Default has occurred and is continuing and (ii) the requisite Lenders have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01currency, maturity, or the Loans have become immediately branch where such deposits are held) or other sums credited by or due and payable without notice as provided in Section 6.01, then each from any Lender Party is hereby authorized by to the Borrower at or the Guarantors and any time and from time to time, to securities or other property of the extent permitted by applicable lawBorrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower)Borrower and each Guarantor) but with the prior written approval of the Administrative Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply all deposits (general to the payment of the Note or special, time or demand, provisional or final) at any time held, other than deposits Notes held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for (but excluding the account Swing Loan Note) any amount in excess of its ratable portion of the Borrower against any obligations payments received by all of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such Lender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties under this subsection are in addition to any other rights and remedies which they may have. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due Lenders with respect to the Loans Notes held by it which is greater than all of the proportion received Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by any other way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the aggregate Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount of principal and interest then due with respect restored to the Loans held extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other Lender, funds and deemed held in trust for the Lender receiving such proportionately greater payment shall purchase such participations in benefit of the Loans held by Administrative Agent and the other Lenders, and (b) such other adjustments Defaulting Lender shall be made, as may be required so that all such payments of principal and interest with respect provide promptly to the Loans held by Administrative Agent a statement describing in reasonable detail the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the Obligations owing to such Defaulting Lender as to which it exercised such right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationsetoff.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the requisite Lenders Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Party Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party Bank shall have made any demand for payment under this Agreement. Each Lender Party Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender PartyBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender Parties Banks under this subsection are in addition to any other rights and remedies which they the Banks may have. (b) Each Lender Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Lender Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other LenderBank, the Lender Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other LendersBanks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Lenders Banks shall be shared by the Lenders Banks pro rata; provided that nothing in this Section shall impair the right of any Lender Bank to exercise any right of set-off or counterclaim it It may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.