Common use of Setoff Clause in Contracts

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to if the Borrower becomes insolvent, however evidenced, or any other Loan PartyDefault occurs, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any Affiliate of any Lender to or for the credit or the account of the respective Loan Parties against any Borrower may be offset and all applied toward the payment of the Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part hereof, shall then be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessdue; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the L/C Issuer and the Lenders other Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

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

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held byLender or any Affiliate thereof to any Credit Party and any securities or other property of such parties in the possession of such Lender or any Affiliate may, without notice to any Credit Party (any such notice being expressly waived) but with the prior written approval of Agent, be applied to or 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 Credit Parties. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Credit Party, whether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under Notes held by it its proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In Borrower agrees that, in addition to (and without limitation of) any rights and remedies right of the Lenders provided by Lawsetoff, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentbankers’ lien or counterclaim a Bank may otherwise have, each Lender is authorized Bank and its Affiliates shall be entitled, at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawoption, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s or such Affiliate’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Bank or such Lender shall have made demand Affiliate under this Agreement or such Bank’s Note, or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAdministrative Agent thereof; provided that such Bank’s or such Affiliate’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify Payments by Borrower hereunder or under the Borrower and the Administrative Agent after any such set off and application other Loan Documents shall be made by such Lender; provided that the failure to give such notice shall not affect the validity of such without setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveor counterclaim.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by under Applicable Law, upon from and after the occurrence date that the Obligations have been accelerated pursuant to Section 8.1.1 (and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any for so long as such notice being waived acceleration has not been rescinded by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequired Lenders), to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any Affiliate of any Lender to or for the credit or the account of the respective Loan Parties against any Borrower may be offset and all applied toward the payment of the Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining Borrower authorizes each Lender to offset and apply all such Deposits toward the prior written consent payment of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xy) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (yz) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies To the extent permitted by applicable law, regardless of the Lenders provided by Lawadequacy of any collateral, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower Banks or any of their respective Affiliates to any Borrower and any securities or other Loan Partyproperty of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Partydesignation as may be specified under such rule or any successor provision)) may be applied to the fullest extent permitted by Law, to or set off by such Bank or such Affiliate against the payment of Obligations and apply any and all deposits (general other liabilities, direct, or specialindirect, time absolute or demandcontingent, provisional due or final) at any time held byto become due, and other Indebtedness at any time owing bynow existing or hereafter arising, of such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing Borrower to such Lender hereunder or under any other Loan DocumentBank; provided, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Bank, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. Each Lender of the Banks agrees promptly to notify with each other Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the Borrower and right of setoff, counterclaim, cross action, enforcement of the Administrative Agent after any such set off and application made Obligations held by such LenderBank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Bank, such disposition and application. The rights arrangements shall be rescinded and the amount restored to the extent of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (includingsuch recovery, but without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveinterest.

Setoff. In addition to any rights and remedies of the Lenders Banks provided by Lawlaw, upon if the occurrence any Borrower becomes insolvent, however evidenced, or any Default occurs and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentis continuing, each Lender Bank is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Partysuch Borrower, any such notice being waived by the such Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender Bank to or for the credit or the account of the respective Loan Parties Borrowers against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentBank, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender Bank shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.8 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (yb) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. Each Lender Bank agrees promptly to notify the Borrower Company and the Administrative Agent after any such set set-off and application made by such LenderBank; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during During the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held by, Lender or any Affiliate thereof to the Borrowers and any securities or other Indebtedness at any time owing by, property of the Borrowers in the possession of such Lender or any Affiliate may, without notice to any Borrower (any such notice being expressly waived by the Borrowers) but with the prior written approval of Agent, be applied to or for set off against the credit or the account payment of the respective Loan Parties against Obligations and any and all Obligations owing other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to such Lender. Each Lender hereunder or under any agrees with each other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or Lender that if such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in receive from a currency different from that Borrower, whether by voluntary payment, exercise of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application payment of the Note or Notes held by such Lender any amount in accordance excess of its ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, such Lender will make such disposition and arrangements with the provisions other Lenders with respect to such excess, either by way of Section 2.17 anddistribution, pending such paymentpro tanto assignment of claims, subrogation or otherwise as shall be segregated by such Defaulting result in each Lender from its other funds and deemed held receiving in trust for the benefit respect of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Notes held by it its proportionate payment as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made contemplated by such Lenderthis Agreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Lender, such disposition and applicationarrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have§14 AGENT.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of Default, after obtaining to the extent permitted or not expressly prohibited by applicable law, Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequired Banks exercised in their sole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder Bank under this Agreement or under such Bank’s Notes, or any other Loan Document, now or hereafter existing, irrespective which is not paid when due (regardless of whether such balances are then due to Borrower or not such General Partner), in which case it shall promptly notify Borrower and Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessthereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Administrative Agent Fronting Banks and the Lenders Banks and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, after obtaining the prior written consent of the Administrative Agent, Borrower authorizes each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off setoff and apply any and all deposits (general or special, time or demand, in whatever currency denominated, including all account balances, whether provisional or final) at any time final and whether or not collected or available, but excluding deposits held byin a trustee, and other Indebtedness at any time owing byfiduciary, such Lender to agency or similar capacity or otherwise for the credit or benefit of a third party) toward the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Agent Lender or the Lenders; provided, that (a) promptly after any such setoff and application such Lender shall have made demand give notice to the Borrower (provided further that any failure to give such notice shall not affect the validity of such setoff and application under this Agreement or any other Loan Document Section), and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that (b) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders Banks provided by Lawlaw, upon if the occurrence Borrower becomes insolvent, however evidenced, or any Default occurs and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentis continuing, each Lender Bank is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyBorrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender Bank to or for the credit or the account of the respective Loan Parties Borrower against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentBank, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender Bank shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.8 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (yb) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. Each Lender Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderBank; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of Default, after obtaining the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender or any such Affiliate to or for the credit or the account of the respective Loan Parties any Guarantor against any of and all the Obligations owing to held by such Lender hereunder or under any other Loan Document, now or hereafter existingof its Affiliates which are then due and payable, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document Guarantee and although such Obligations may be contingent or unmatured or denominated in a currency different from that any of the applicable deposit Obligations is owed to a branch, office or IndebtednessAffiliate of such Lender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 terms hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Article XI are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees to promptly to notify the Borrower applicable Guarantor and the Administrative Agent after any such set off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of each Participant, at any time while an Event of DefaultDefault exists, after obtaining without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured)(other than deposits of an unaffiliated third party) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and on account of any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existingof the Obligations, irrespective of whether or not such Agent any or such Lender shall all of the Loans and all other Obligations have made demand under this Agreement been declared to be, or any other Loan Document have otherwise become, due and payable as permitted by Section 11.2, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition Subject to any rights and remedies of the Lenders provided by LawSection 10.19, upon the occurrence and during the continuance of any if an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived Agent (as directed by the Borrower (on its own behalf and on behalf of each other Loan Party) Required Lenders), to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender to or for the credit or the account of the respective any Loan Parties Party against any and all Obligations owing to of the obligations of such Lender hereunder Loan Party then due and payable under this Agreement or under any other Loan Document, now or hereafter existingDocument to such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, and the Lenders Secured Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent in writing promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

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

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining Borrower authorizes each Lender to offset and apply all such Deposits toward the prior written consent payment of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault under Section 7.2 occurs and is continuing, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any Affiliate of any Lender to or for the credit or the account of such Borrower may be offset and applied toward the respective Loan Parties against any and all payment of the Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under then be due; provided that this Agreement Section 12.1 shall not apply to amounts attributable or in any way related to the clearing and settlement of Visa card products or travelers checks or any other Loan Document transaction for which any Borrower performs clearing or settlement services; and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.29 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set set-off and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by under Applicable Law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs and is continuing, after obtaining the Borrower authorizes each Lender and each of their respective Affiliates, with the prior written consent of the Administrative Agent, each Lender is authorized at any time to offset and from time to timeapply all deposits, without prior notice to credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any other Loan Party, any such notice being waived by of its Affiliates (“Deposits”) toward the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may be part thereof, are contingent or unmatured or denominated in are owed to a currency branch office or Affiliate of such Lender different from that the branch office or Affiliate holding such Deposit, and regardless of the applicable deposit existence or Indebtednessadequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that in the event that if any Defaulting Lender shall exercise any exercises such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.23(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to Without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining the prior written consent Borrower authorizes each Lender to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in all events excluding amounts held in Customer Deposit Accounts) of the Administrative Agent, each Borrower with such Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf Affiliate of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for (the credit or “Deposits”) toward the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuer, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In Borrower agrees that, in addition to (and without limitation of) any rights and remedies right of the Lenders provided by Lawsetoff, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentbankers’ lien or counterclaim a Bank may otherwise have, each Lender is authorized Bank shall be entitled, at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawoption, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand Bank under this Agreement or such Bank’s Note(s), or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify Payments by Borrower hereunder or under the Borrower and the Administrative Agent after any such set off and application other Loan Documents shall be made by such Lender; provided that the failure to give such notice shall not affect the validity of such without setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveor counterclaim.

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

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs and is continuing, after obtaining Borrower authorizes each Lender to offset and apply all such Deposits toward the prior written consent payment of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any The Company agrees that the Administrative Agent and each Lender have all rights of set-off and remedies of the Lenders bankers’ lien provided by Lawapplicable law, upon and in addition thereto, the occurrence and during the continuance of Company agrees that at any time any Event of DefaultDefault exists, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to timeand, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law, any Affiliate thereof, may apply to set off and apply the payment of any obligations of the Company hereunder, whether or not then due, any and all balances, credits, deposits (general excluding deposits held in a trustee, fiduciary, agency or specialsimilar capacity or otherwise for the benefit of a third party), time accounts or demand, provisional moneys of the Company then or final) at any time held by, and other Indebtedness at any time owing bythereafter with the Administrative Agent, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAffiliate; provided that in the event that if any Defaulting Lender shall exercise any such right of setoffset-off, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender obligations of the Company as to which it exercised such right of setoffset-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set set-off and application made by such LenderLender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights If (a) an Event of Default shall have occurred and remedies be continuing and (b) the principal of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative AgentLoans has been accelerated, each Lender is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness obligations at any time owing by, by such Lender to or for the credit or the account of the respective Loan Parties Borrower against any of and all Obligations owing to such Lender hereunder or under any other Loan Document, the obligations of the Borrower now or hereafter existingexisting under this Agreement held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations may be contingent unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower a statement describing in reasonable detail the source and amount of any deposits or unmatured or denominated in a currency different from that other obligations owing by such Lender and the Obligations owing to such Lender as to which it exercised such right of the applicable deposit or Indebtednesssetoff; provided and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and which such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of Default, after obtaining to the extent permitted or not expressly prohibited by applicable law, B▇▇▇▇▇▇▇ agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, subject to receipt of the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequired Banks exercised in their sole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder Bank under this Agreement or under such Bank’s Notes, or any other Loan Document, now or hereafter existing, irrespective which is not paid when due (regardless of whether such balances are then due to Borrower or not such General Partner), in which case it shall promptly notify Borrower and Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessthereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault under Section 7.2 occurs and is continuing, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any Affiliate of any Lender to or for the credit or the account of such Borrower may be offset and applied toward the respective Loan Parties against any and all payment of the Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under then be due; provided that this Agreement Section 12.1 shall not apply to amounts attributable or in any way related to the clearing and settlement of Visa card products or travelers checks or any other Loan Document transaction for which any Borrower performs clearing or settlement services; and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over by such Defaulting Lender immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.28 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set set-off and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to Without limitation of any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, each Lender is authorized at any time to offset and from time to timeapply all deposits, without prior notice to credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in all events excluding amounts held in Customer Deposit Accounts) of the Borrower with such Lender or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf Affiliate of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for (the credit or “Deposits”) toward the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender shall have made demand under this Agreement any part thereof, are contingent or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuer, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of Default, after obtaining the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender and the L/C Issuer is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender or the L/C Issuer to or for the credit or the account of the respective Loan Parties any Permitted Affiliate against any and all Obligations owing of the obligations of the Permitted Affiliates now or hereafter existing under this Payment Guaranty or any other Guarantor Document to such Lender hereunder or under any other Loan Document, now or hereafter existingthe L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand under this Agreement Payment Guaranty or any other Loan Document and although such Obligations obligations of such Permitted Affiliate may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or the L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtedness; provided that obligated on such indebtedness. The rights of each Lender and the L/C Issuer under this Section are in the event that any Defaulting Lender shall exercise any such right addition to other rights and remedies (including other rights of setoff, (x) all amounts so set off shall be paid over immediately to that such Lender or the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoffL/C Issuer may have. Each Lender and the L/C Issuer (by its acceptance hereof) agrees promptly to notify the Borrower affected Permitted Affiliate and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any The Company agrees that the Administrative Agent and each Lender have all rights of set-off and remedies of the Lenders bankers’ lien provided by Lawapplicable law, upon and in addition thereto, the occurrence and during the continuance of Company agrees that at any time any Event of DefaultDefault exists, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to timeand, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law, any Affiliate thereof, may apply to set off and apply the payment of any obligations of the Borrowers hereunder, whether or not then due, any and all deposits (general balances, credits, deposits, accounts or special, time moneys of the Borrowers then or demand, provisional or final) at any time held by, and other Indebtedness at any time owing bythereafter with the Administrative Agent, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAffiliate; provided that in the event that if any Defaulting Lender shall exercise any such right of setoffset-off, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, each Issuing Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender obligations of the Borrowers as to which it exercised such right of setoffset-off; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set set-off and application made by such LenderLender or such Affiliate; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to At any rights and remedies of the Lenders provided by Law, upon the occurrence and time during the continuance of any an Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at Lenders, and any time and from time to timeof their Affiliates are authorized, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of the respective Loan Parties an Obligor against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not the Administrative Agent, such Agent Lender or such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of the Administrative Agent, such Lender or such Affiliate different from that of the applicable branch or office holding such deposit or Indebtedness; provided obligated on such indebtedness, provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2.1(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Lender such Affiliate under this Section 10.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and such Lender Person may have. NOTWITHSTANDING THE FOREGOING, NO LENDER AND NO PARTICIPANT SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY OBLIGOR HELD OR MAINTAINED BY SUCH PERSON WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by under Applicable Law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs and is continuing, after obtaining the Borrower authorizes each Lender, each LC Issuer, and each of their respective Affiliates, with the prior written consent of the Administrative Agent, each Lender is authorized at any time to offset and from time to timeapply all deposits, without prior notice to credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf Affiliate of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for (the credit or “Deposits”) toward the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may be part thereof, are contingent or unmatured or denominated in are owed to a currency branch office or Affiliate of such Lender or such LC Issuer different from that the branch office or Affiliate holding such Deposit, and regardless of the applicable deposit existence or Indebtednessadequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that in the event that if any Defaulting Lender shall exercise any exercises such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuers, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender to or for the credit or the account of the respective any Loan Parties Party against any and all Obligations owing to of the obligations of such Lender hereunder Loan Party then due and payable under this Agreement or under any other Loan Document, now or hereafter existingDocument to such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Loan Documents and any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing byby Agent, such Lender or any of their Affiliates to or for the credit or the account of Borrower against and on account of the respective Obligations of Borrower arising under the Loan Parties against Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all Obligations owing to such Lender hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that in the event that any Defaulting Lender it shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with extent that it is lawfully entitled to do so) upon the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall not have a claim or cause of action against Agent and or any Lender for any setoff made without the consent of the Required Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of to the Administrative Agent and each Lender under this extent required by Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have12.5.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing byby any Lender, any Issuer, the Swing Line Lender or any such Lender Affiliate to or for the credit or the account of the respective Loan Parties against any Borrower may be offset and all applied toward the payment of the Obligations owing to such Lender, the Issuer or the Swing Line Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part hereof, shall then be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessdue; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuer and the Swing Line Lender agrees promptly agree to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of Default, after obtaining to the extent permitted or not expressly prohibited by applicable Law, Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequired Banks exercised in their sole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder Bank under this Agreement or under such Bank’s Note, or any other Loan Document, now or hereafter existing, irrespective which is not paid when due (regardless of whether such balances are then due to Borrower or not such General Partner), in which case it shall promptly notify Borrower and Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessthereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Fronting Banks and the Lenders Banks and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) at or other sums credited by or due from Agent or any time held by, of Lenders to any of the Loan Parties and any securities or other Indebtedness at property of the Loan Parties in the possession of Agent or any time owing by, such Lender may be applied to or for setoff against the credit or the account payment of the respective Loan Parties against Obligations and any and all Obligations owing other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties, to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 §14.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies To the extent permitted by applicable law, regardless of the Lenders provided by Lawadequacy of any collateral, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower Banks or any of their respective Affiliates to any Borrower and any securities or other Loan Partyproperty of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Partydesignation as may be specified under such rule or any successor provision)) may be applied to the fullest extent permitted by Law, to or set off by such Bank or such Affiliate against the payment of Obligations and apply any and all deposits (general other liabilities, direct, or specialindirect, time absolute or demandcontingent, provisional due or final) at any time held byto become due, and other Indebtedness at any time owing bynow existing or hereafter arising, of such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing Borrower to such Lender hereunder or under any other Loan DocumentBank; provided, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Bank, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. Each Lender of the Banks agrees promptly to notify with each other Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the Borrower and right of setoff, counterclaim, cross action, enforcement of the Administrative Agent after any such set off and application made Obligations held by such LenderBank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Bank, such disposition and applicationarrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.61 AMERICAS/2023306744.4

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Event of DefaultDefault occurs and is continuing, after obtaining Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off offset and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for Deposits toward the credit or the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Lawlaw, each Lender shall have the right, but only with the prior consent of Agent, which consent may be granted or withheld by Agent in its sole and absolute discretion, but without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of any a Default or Event of Default, after obtaining the prior written consent to set-off and apply against any indebtedness, whether matured or unmatured, of the Administrative AgentBorrower to such Lender, each any amount owing from such Lender is authorized to Borrower, at or at any time after, the happening of any of the above mentioned events, and from time as security for such indebtedness, Borrower hereby grants to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply Lender a continuing security interest in any and all deposits (general deposits, accounts or specialmoneys of Borrower then or thereafter maintained with such Lender, time or demand, provisional or finalsubject in each case to Section 2.10(b) at any time held by, and other Indebtedness at any time owing by, hereof. The aforesaid right of set-off may be exercised by such Lender to against Borrower or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Documenttrustee in bankruptcy, now or hereafter existingdebtor in possession, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of Borrower or against anyone else claiming through or against Borrower or such trustee in bankruptcy, debtor in possession, assignee for the Administrative Agent and benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised fact that such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made shall not have been exercised by such Lender; provided that Lender prior to the failure to give such notice shall not affect the validity occurrence of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.a Default or

Setoff. In The Borrower agrees that, in addition to (and without limitation of) any rights and remedies right of the Lenders provided by Lawsetoff, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentbanker's lien or counterclaim a Bank may otherwise have, each Lender is authorized Bank shall be entitled, at its option without any time and from time to time, without prior notice to the Borrower or any other Loan Party, (any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law), to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any offices of such Bank or any of its Affiliates, in Dollars or in any other currency, against any and all Obligations owing amount payable by the Borrower to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand Bank under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated Bank's Revolving Credit Note which is not paid when due (regardless of whether such balances are then due to the Borrower), in a currency different from that of which case it shall promptly notify the applicable deposit or IndebtednessBorrower thereof; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the Bank's failure to give such notice shall not affect the validity of such thereof. ANY AND ALL RIGHTS TO REQUIRE A BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE OBLIGATIONS OF THE BORROWER HEREUNDER, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE BORROWER. Payments by the Borrower thereof hereunder shall be made without setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveor counterclaim.

Setoff. In addition to any rights and remedies of the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any a Fund Group Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender and the Letter of Credit Issuer is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Partyobligor, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Partyobligor) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender or the Letter of Credit Issuer to or for the credit or the account of the respective Loan Parties Borrowers in such Fund Group against any and all of the Obligations (in whatever currency) owing to such Lender hereunder or under any other Loan Documentthe Letter of Credit Issuer, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender shall have made demand under this Credit Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated are owed to a branch or office of such Lender or the Letter of Credit Issuer in a currency respect of the Loans to the Fund Parties in such Fund Group different from that of the applicable branch or office holding such deposit or Indebtedness; provided that obligated on such indebtedness. The rights of each Lender and the Letter of Credit Issuer under this Section 13.02 are in the event that any Defaulting Lender shall exercise any such right addition to other rights and remedies (including other rights of setoff, (x) all amounts so set off shall be paid over immediately to that such Lender or the Administrative Agent for further application in accordance with the provisions Letter of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoffCredit Issuer may have. Each Lender and the Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In (a) Subject to Section 3.03 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Lenders provided by LawAgent or any Lender, upon the occurrence and during the continuance of each Participant, at any time or from time to time while an Event of DefaultDefault exists, after obtaining without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Agent, such Lender Lender, any Affiliate of the Agent or such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and on account of any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existingof the Obligations, irrespective of whether or not such Agent any or such Lender shall all of the Loans and all other Obligations have made demand under this Agreement been declared to be, or any other Loan Document have otherwise become, due and payable as permitted by Section 10.02, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.09 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights Each Lender and remedies of the Lenders provided by Lawits Affiliates shall, upon the occurrence and during the continuance of any Event of DefaultDefault described in clauses (g) and (h) of Section 9.1 or, after obtaining with the prior written consent of the Administrative AgentRequired Lenders, each Lender is authorized at upon the occurrence and during the continuance of any time other Event of Default, have the right to appropriate and from time to time, without prior notice apply to the Borrower payment of the Obligations owing to it (whether or not then due), any other Loan and all balances, credits, deposits, accounts or moneys of the Company then or thereafter maintained with such Secured Party; provided that, any such notice being waived by the Borrower (on its own behalf appropriation and on behalf of each other Loan Party) application shall be subject to the fullest extent permitted provisions of Section 2.12. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by Law, to set off and apply any and all deposits (general such Person or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessits Affiliates; provided that, the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoffsetoff under law or otherwise) that the Administrative Agent and which such Lender Secured Party may have.

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining such Borrower authorizes each Lender to offset and apply all such Deposits toward the prior written consent payment of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuers and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any Event of Default, after obtaining with the prior written consent of the Administrative Agent, each Lender Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time and or from time to time, without prior notice to the Borrower or such Guarantor or to any other Loan PartyPerson, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawhereby expressly waived, to set off setoff and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finaland in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held byor owing by that Lender, and other Indebtedness at any time owing byL/C Issuer, such Lender subsequent holder, or affiliate, to or for the credit or the account of the respective Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Parties against Documents, including, but not limited to, all claims of any and all Obligations owing to such Lender hereunder nature or under any other description arising out of or connected with the Loan Document, now or hereafter existingDocuments, irrespective of whether or not such Agent (a) that Lender, L/C Issuer, or such Lender subsequent holder shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any other Loan Document and although such Obligations of them, may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for 115 further application in accordance with the provisions of Section 2.17 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of Default, after obtaining the prior written consent of the Administrative AgentDefault exists, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyBorrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byto, such Lender to or for the credit or the account of the respective Loan Parties Borrower against any and all Obligations obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such the Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although whether such Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. Each Lender agrees to promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, LENDER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER, THE REIT, OR ANY SUBSIDIARY OR ANY HELD OR MAINTAINED BY THE LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. In addition to any rights and remedies of the Lenders Banks provided by Lawlaw, upon if the occurrence any Borrower becomes insolvent, however evidenced, or any Default occurs and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentis continuing, each Lender Bank is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Partysuch Borrower, any such notice being waived by the such Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender Bank to or for the credit or the account of the respective Loan Parties Borrowers against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentBank, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender Bank shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that that, in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.8 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (yb) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. Each Lender Bank agrees promptly to notify the Borrower Company and the Administrative Agent after any such set set-off and application made by such LenderBank; provided provided, 201380721_5 however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Event of DefaultDefault occurs, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) and any other indebtedness at any time held by, and other Indebtedness at or owing by any time owing by, such Lender to or for the credit or the account of any Loan Party may be offset and applied toward the respective Loan Parties against any and all payment of the Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower applicable Loan Party and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In If one or more Events of Default as defined herein shall occur, any Bank or commercial bank which is owed any obligation hereunder (a "Depositary") shall have the right, in addition to any all other rights and remedies of available to it, and is hereby authorized, to the Lenders provided extent permitted by Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, Company (any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawCompany), to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness (whether or not then due and payable) at any time owing by, such Lender by the Depositary to or for the credit or the account of the respective Loan Parties Company or any Guarantor, against any and all of the Obligations owing to such Lender hereunder of the Company or under any other Loan Document, Guarantor now or hereafter existing, existing under this Agreement irrespective of whether or not such Agent or such Lender the Depositary shall have made any demand under this Agreement or any other Loan Document for satisfaction of such Obligations and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. Each Lender Depositary agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender Depositary under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff which such Depositary may have hereunder or under any applicable law). Each Depositary agrees that (i) if it shall exercise any such right of banker's lien, setoff, counterclaim or similar right pursuant hereto, it will apply the proceeds thereof to the payment of Loans outstanding hereunder and (ii) if it shall through the exercise of a right of banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion of the Loans held by it in excess of the proportion of the Loans of each of the other Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Loans owed to such other Depositaries so that the amount of unpaid Loans and participations therein held by all Depositaries shall be proportionate to the original principal amount of the Loans owed to them, and in each case it shall promptly remit to each such Depositary the amount of the participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent and shall provide to each Bank a schedule setting forth the Commitment of each Bank hereunder to permit each Bank to correctly determine the portion which its Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any portion of any such Lender may haveexcess payment is thereafter recovered from the Depositary which received the same, the purchase provided for herein shall be deemed to have been rescinded to the extent of such recovery, without interest.

Setoff. In addition to any rights Each Lender, Issuing Lender and remedies of the Lenders provided by Lawtheir Affiliates shall, upon the occurrence and during the continuance of any Event of DefaultDefault described in clauses (g) and (h) of Section 9.1 or, after obtaining with the prior written consent of the Administrative AgentRequired Lenders, each Lender is authorized at upon the occurrence and during the continuance of any time other Event of Default, have the right to appropriate and from time to time, without prior notice apply to the Borrower payment of the Obligations owing to it (whether or not then due), any other Loan and all balances, credits, deposits, accounts or moneys of the Company then or thereafter maintained with such Secured Party; provided that, any such notice being waived by the Borrower (on its own behalf appropriation and on behalf of each other Loan Party) application shall be subject to the fullest extent permitted provisions of Section 2.12. Each Lender and Issuing Lender agrees promptly to notify the Company and the Administrative Agent after any such appropriation and application made by Law, to set off and apply any and all deposits (general such Person or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessits Affiliates; provided that, the failure to give such notice shall not affect the validity of such setoff and application; provided further that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lender and the Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoffsetoff under law or otherwise) that the Administrative Agent and which such Lender Secured Party may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by under Applicable Law, upon the occurrence and during the continuance of if any Event of DefaultDefault occurs, after obtaining each Guarantor authorizes each Lender, the Issuing Bank, and each of their respective Affiliates, with the prior written consent of the Administrative Agent, each to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Guarantor with such Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf Affiliate of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for (the credit or “Deposits”) toward the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may be part thereof, are contingent or unmatured or denominated in are owed to a currency branch office or Affiliate of such Lender different from that the branch office or Affiliate holding such Deposit, and regardless of the applicable deposit existence or Indebtednessadequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that in the event that if any Defaulting Lender shall exercise any exercises such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.23(d) of the Credit Agreement and, pending such 9 payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) at or other sums credited by or due from Agent or any time held by, of Lenders to any of the Loan Parties and any securities or other Indebtedness at property of the Loan Parties in the possession of Agent or any time owing by, such Lender may be applied to or for setoff against the credit or the account payment of the respective Loan Parties against Obligations and any and all Obligations owing other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties, to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 14.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Upon the occurrence and during the continuance of an Event of Default, any Lender, including Agent, may, but shall not be obligated to freeze withdrawals from any account of the Loan Parties held by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In Borrower agrees that, in addition to (and without limitation of) any rights and remedies right of the Lenders provided by Lawsetoff, upon the occurrence and during the continuance bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, subject to receipt of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequired Banks exercised in their sole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand Bank under this Agreement or such Bank’s Note, or any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAdministrative Agent thereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof, and provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Banks, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify Payments by Borrower hereunder or under the Borrower and the Administrative Agent after any such set off and application other Loan Documents shall be made by such Lender; provided that the failure to give such notice shall not affect the validity of such without setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveor counterclaim.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Whenever an Event of DefaultDefault shall have occurred and be continuing, after obtaining the prior written consent of the Administrative Agent, Company hereby irrevocably authorizes each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off the Obligations owed to it (including, without limitation, any participation in the Obligations of other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and apply credits of the Company with, and any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing byclaims of the Company related to this Agreement against, such Lender to Lender. Such right shall exist whether or for not the credit or the account of the respective Loan Parties against Agent shall have made any and all Obligations owing to such Lender demand hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent indebtedness, or such Lender shall have made demand under this Agreement any part thereof, or deposits and credits held for the account of the Company is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document security, right or remedy available to the Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of any such setoff right, it shall notify the Agent and although the Company of its exercise of such Obligations may be contingent or unmatured or denominated in a currency different from setoff right; provided, however, that the failure of any Lender to provide such notice shall not effect the validity of the applicable deposit exercise of such setoff rights. Nothing in this Agreement shall be deemed a waiver or Indebtedness; provided that in the event that prohibition of or restriction on any Defaulting rights of banker’s lien, setoff and counterclaim available to any Lender shall exercise pursuant to law. If any such Lender having outstanding Committed Loans and Bid Loans exercises its right of setoff, (x) all amounts so set off it shall be paid over immediately to apply the Administrative Agent for further application in accordance with the provisions product of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by first to such Lender; provided that the failure ’s Committed Loans, until its Committed Loans are reduced to give such notice shall not affect the validity of such setoff zero and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition thereafter to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveits Bid Loans.

Setoff. In Subject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, in addition to all liens upon, and rights of setoff against, the monies, securities or other property of Borrower or any rights other person or entity who is or may become liable hereunder given to Bank by law, subject and remedies subordinate in all respects to the rights, powers and prerogatives of the Lenders provided relevant Agency under its Acknowledgment Agreement and Agency Guidelines, Bank shall have a lien and a right of setoff against all monies, securities and other property of Borrower now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account or deposit including, without limitation, any account or deposit held jointly by LawBorrower with any other person or entity, or for safekeeping or otherwise, except to the extent specifically prohibited by law. Every such lien and right of setoff may be exercised only upon the occurrence and during the continuance of any an Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized but at any such time and from time to time, may be exercised without prior demand upon or notice to the Borrower Borrower. No lien or any other Loan Party, any such notice being right of setoff shall be deemed to have been waived by any act or conduct on the Borrower (on its own behalf and on behalf part of each other Loan Party) Bank, by any neglect to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff or to enforce such lien, (x) all amounts or by any delay in so set off doing. At any time an Event of Default exists, Bank shall be paid over immediately entitled to exercise the rights of setoff and/or banker’s lien against the interests of Borrower in and to each and every account and other property of Borrower which are in the possession of Bank to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit extent of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right full amount of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; unpaid Indebtedness, provided that the failure to give such notice shall not affect the validity of such setoff Indebtedness has become due and applicationpayable. The rights and remedies of the Administrative Agent and each Lender under this Section 10.09 Bank hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender which Bank may have.

Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agentbe continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness obligations at any time owing by, by such Lender or Affiliate to or for the credit or the account of the respective Loan Parties Borrower against any of and all the Obligations owing to such Lender hereunder or under any other Loan Document, of the Borrower now or hereafter existingexisting under this Agreement held by such Lender or Affiliate, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.26 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 11.01 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and which such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Event of DefaultDefault occurs, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) and any other indebtedness at any time held by, and other Indebtedness at or owing by any time owing by, such Lender to or for the credit or the account of any Borrower may be offset and applied toward the respective Loan Parties against payment of the Obligations of such Borrower (or in the case of any and all Setoff of amounts owning to or for the credit or account of Whirlpool, toward the payment of the Obligations of any other Borrower) owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lenders, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender or any Affiliate of such Lender to or for the credit or the account of the respective any Loan Parties Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender hereunder or under any other Loan Document, now or hereafter existingAffiliate of such Lender, irrespective of whether or not such Agent Lender or any Affiliate of such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 10.9 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of setoff or other rights that the Purchaser or any of the Lenders other Indemnitees may have at common law or otherwise, the Purchaser shall have the right to set off any amount that may be owed to any Indemnitee under this Section 6 against the Second Installment; provided by Lawthat Purchaser complies with the following procedure: (a) Prior to any setoff, upon the occurrence Purchaser shall deliver to the Agent a claim notice (a "CLAIM NOTICE") that shall state in reasonable detail: (i) the nature of the Breach (or Loss), Liability or other matter for which indemnification is sought under Section 6, (ii) the estimated amount of such Damages (or Losses), Liability or matter and the date on which such Damages (or Losses), Liability or matter were suffered or incurred or are expected in good faith to be suffered or incurred. (b) Upon the request of the Agent, the Purchaser shall reasonably provide non-privileged documents, records and other information relating to each claim in the Claim Notice. (c) If the Agent agrees with the Claim Notice or fails to respond within 30 calendar days commencing on the date of delivery of the Claim Notice, then Buyer may set off the claims set forth in the Claims Notice against the Second Installment. (d) If, during the continuance 30 day period commencing on the date of any Event delivery of Defaulta Claim Notice, after obtaining the prior Purchaser shall have received a written consent of the Administrative Agent, each Lender is authorized at any time and notice from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawAgent stating that Agent in good faith disputes the claim asserted in such Claim Notice, to then the Purchaser shall not make any set off against the Second Installment for a period of 45 days during which the Purchaser and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account Agent shall engage in discussions about a potential resolution of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application disputed claims in accordance with Section 7.22. If the provisions Purchaser and the Agent fail to resolve any dispute in accordance with Section 7.22, then the Purchaser may set off the full amount of Section 2.17 andclaim set forth in the disputed Claim Notice, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for without prejudice to the benefit right of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights on behalf of the Administrative Agent and each Lender Selling Shareholders) to seek recovery of the setoff amount through an arbitration proceeding under Section 7.24 of this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveAgreement.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to if Parent or the Borrower becomes insolvent, however evidenced, or any other Loan PartyDefault occurs, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any of its Affiliates to or for the credit or the account of Parent or the respective Loan Parties against any Borrower may be offset and all applied toward the payment of the Obligations owing to such Lender hereunder at any time prior to the date that such Default has been fully cured, whether or under not the Obligations, or any other Loan Documentpart hereof, now or hereafter existingshall then be due, subject to Section 11.2, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Event of DefaultDefault occurs, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) and any other indebtedness at any time held by, and other Indebtedness at or owing by any time owing by, such Lender to or for the credit or the account of any Borrower may be offset and applied toward the respective Loan Parties against any and all payment of the Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lenders, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of Default, after obtaining the prior written consent of the Administrative AgentDefault exists, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyBorrowers, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) Borrowers to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byto, such Lender to or for the credit or the account of the respective Loan Parties Borrowers against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such the Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set off setoff and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) that which the Administrative Agent and such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS OR ANY SUBSIDIARY OF THE BORROWERS HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to if the Borrower becomes insolvent, however evidenced, or any other Loan PartyDefault occurs, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any of its Affiliates to or for the credit or the account of the respective Loan Parties against any Borrower may be offset and all applied toward the payment of the Obligations owing to such Lender hereunder at any time prior to the date that such Default has been fully cured, whether or under not the Obligations, or any other Loan Documentpart hereof, now or hereafter existingshall then be due, subject to Section 11.2, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. Each Borrower hereby acknowledges the setoff right that each Lender retains in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, after obtaining such Borrower authorizes each Lender, with the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off offset and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for Deposits toward the credit or the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuers and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, after obtaining the prior written consent of the Administrative Agent, each Lender Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency other than accounts held as trust accounts for the benefit of third parties) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby the Administrative Agent, such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the respective Loan Parties any Guarantor against any and all Obligations owing to of the obligations of such Lender hereunder Guarantor now or hereafter existing under this Guaranty or any other Loan DocumentDocument to the Administrative Agent, now such Lender or hereafter existingthe L/C Issuer, irrespective of whether or not such Agent or the Administrative Agent, such Lender or the L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such Obligations obligations of such Guarantor may be contingent or unmatured or denominated in are owed to a currency different from that of the applicable deposit branch or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit office of the Administrative Agent Agent, such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of the Administrative Agent, each Lender, the L/C Issuer and their respective Affiliates under this §7 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the L/C Issuer or their respective Affiliates may have. The Administrative Agent, each Lender and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly L/C Issuer agree to notify the Borrower applicable Guarantor and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders Banks provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of Default, after obtaining the prior written consent of the Administrative AgentDefault exists, each Lender Bank is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyCompany, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) Company to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byto, such Lender Bank to or for the credit or the account of the respective Loan Parties Company against any and all Obligations obligations owing to such Lender hereunder or under any other Loan DocumentBank, now or hereafter existing, irrespective of whether or not such the Agent or such Lender Bank shall have made demand under this Agreement or any other Loan Document and although whether such Obligations obligations may be contingent or unmatured or denominated in a currency different from that of unmatured. Each Bank agrees to promptly notify the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Company and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such LenderBank; provided PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender Bank under this Section 10.09 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and such Lender Bank may have. NOTWITHSTANDING THE FOREGOING, NO BANK SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY, THE REIT, ANY MANAGEMENT ENTITY OR ANY SUBSIDIARY HELD OR MAINTAINED BY ANY BANK, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE BANKS.

Setoff. The Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon if the occurrence and during the continuance of Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs and is continuing, after obtaining Borrower authorizes each Lender to offset and apply all such Deposits toward the prior written consent payment of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or such Lender any part thereof, shall have made demand under this Agreement then be due and regardless of the existence or adequacy of any collateral, guaranty or any other Loan Document and although security, right or remedy available to such Obligations may be contingent Lender or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies To the extent permitted by applicable law, regardless of the Lenders provided by Lawadequacy of any collateral, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower Banks or any of their respective Affiliates to any Borrower and any securities or other Loan Partyproperty of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a “Special Reserve Bank Account for the Exclusive Use of Customers” (or under such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Partydesignation as may be specified under such rule or any successor provision)) may be applied to the fullest extent permitted by Law, to or set off by such Bank or such Affiliate against the payment of Obligations and apply any and all deposits (general other liabilities, direct, or specialindirect, time absolute or demandcontingent, provisional due or final) at any time held byto become due, and other Indebtedness at any time owing bynow existing or hereafter arising, of such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing Borrower to such Lender hereunder or under any other Loan DocumentBank; provided, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.9 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Bank, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. Each Lender of the Banks agrees promptly to notify with each other Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the Borrower and right of setoff, counterclaim, cross action, enforcement of the Administrative Agent after any such set off and application made Obligations held by such LenderBank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.9, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that the failure to give such notice shall not affect the validity if all or any 44 Americas 91904575 (2K) part of such setoff excess payment is thereafter recovered from such Bank, such disposition and application. The rights arrangements shall be rescinded and the amount restored to the extent of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (includingsuch recovery, but without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveinterest.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during During the continuance of any Event of Default, after obtaining the prior written consent any deposits or other sums credited by or due from any of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice Holders to the Borrower Company and any securities or any other Loan Party, any property of the Company in the possession of such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) Holder may be applied to the fullest extent permitted by Law, to or set off by such Holder against the payment of Obligations and apply any and all deposits other liabilities, direct, or indirect, absolute or contingent, due or to become due, now 71 -65- existing or hereafter arising, of the Company to such Holder. Each of the Holders agrees with each other Holder that (general or speciali) if an amount to be set off is to be applied to Indebtedness of the Company to such Holder, time or demandother than Indebtedness evidenced by the Notes held by such Holder, provisional or final) at any time such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held byby such Holder, and other Indebtedness at any time owing by(ii) if such Holder shall receive from the Company, such Lender to or for the credit or the account whether by voluntary payment, exercise of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Holder by proceedings against the Company at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application payment of the Note or Notes held by such Holder any amount in accordance excess of its ratable portion of the payments received by all of the Holders with respect to the Notes held by all of the Holders, such Holder will make such disposition and arrangements with the provisions other Holders with respect to such excess, either by way of Section 2.17 anddistribution, pending such paymentpro tanto assignment of claims, subrogation or otherwise as shall be segregated by such Defaulting Lender from its other funds and deemed held result in trust for the benefit each Holder receiving in respect of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender Notes held by it, its proportionate payment as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made contemplated by such Lenderthis Agreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Holder, such disposition and application. The rights arrangements shall be rescinded and the amount restored to the extent of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (includingsuch recovery, but without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveinterest.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Event of DefaultDefault occurs, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) and any other indebtedness at any time held by, and other Indebtedness at or owing by any time owing by, such Lender to or for the credit or the account of Whirlpool may be offset and applied toward the respective Loan Parties against any and all payment of the Obligations of Whirlpool owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part thereof, shall then be due, matured or unmatured, contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessnon-contingent; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower Whirlpool and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to if Parent or the Borrower becomes insolvent, however evidenced, or any other Loan PartyDefault occurs, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any LEGAL02/46224329v7 Lender or any of its Affiliates to or for the credit or the account of Parent or the respective Loan Parties against any Borrower may be offset and all applied toward the payment of the Obligations owing to such Lender hereunder at any time prior to the date that such Default has been fully cured, whether or under not the Obligations, or any other Loan Documentpart hereof, now or hereafter existingshall then be due, subject to Section 11.2, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to if the Borrower or the Company becomes insolvent, however evidenced, or any other Loan PartyDefault occurs, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialincluding all account balances, time or demand, whether provisional or finalfinal and whether or not collected or available) at and any time held by, and other Indebtedness at any time held or owing by, such by any Lender or any Affiliate of any Lender to or for the credit or the account of the respective Loan Parties against any Borrower or the Company may be offset and all applied toward the payment of the Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part hereof, shall then be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in due. In the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22(a) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the applicable Issuing Bank, the Swing Line Lender and the Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Loan Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 9.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever 279 currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender to or for the credit or the account of the respective any Loan Parties Party against any and all Obligations owing to of the obligations of such Lender hereunder Loan Party then due and payable under this Agreement or under any other Loan Document, now or hereafter existingDocument to such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

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

Setoff. In addition to any rights and remedies of the Lenders provided by LawEach Lender shall, upon the occurrence and during the continuance of any Event of Default, after obtaining Default and with the prior written consent of the Administrative AgentRequired Lenders, to the extent permitted under applicable law, appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and (as security for such Obligations) the Borrower hereby grants to each Lender is authorized at any time and from time to timea continuing security interest in, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general balances, credits, deposits, accounts or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account moneys of the respective Loan Parties against any and all Obligations owing to Borrower then or thereafter maintained with such Lender hereunder or under any other Loan DocumentLender; provided, now or hereafter existinghowever, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise (a) any such right of setoff, (x) all amounts so set off appropriation and application shall be paid over immediately subject to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting 4.8 (each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees agreeing promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender) and (b) no Lender may setoff against or apply any such balances, credits, deposits, accounts or moneys of the Borrower to any Obligations other than the Obligations of the Borrower; provided that but the failure to give such notice shall not affect the validity of such setoff and application). The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoffsetoff under applicable law or otherwise) that the Administrative Agent and which such Lender may have. Each Lender shall, subject to the requirements of this Section, be permitted to appropriate and apply any moneys in any currency (the “First Currency”) to Obligations denominated in any other currency (the “Second Currency”) by calculating the relevant equivalent determined by using the quoted spot rate at which Scotiabank’s principal office in New York, New York, offers to exchange the Second Currency for such First Currency in New York, New York, at the open of business on such date.

Setoff. In addition Subject to the terms of this Section 5(j), Assignor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Agent or any Lender, or in transit to any rights of them. At any time, from and remedies of the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, after obtaining Agent or any Lender may set off the prior written consent same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and regardless of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or adequacy of any other Loan Party, collateral securing the Loan. Within five (5) Business Days of making any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawset-off, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; Assignor thereof, provided that the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (includingANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, without limitationPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, other rights of setoff) that the Administrative Agent and such Lender may haveCREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any The Company agrees that the Administrative Agent and each Lender have all rights of setoff and remedies of the Lenders bankers’ lien provided by Lawapplicable law, upon and in addition thereto, the occurrence and during the continuance of Company agrees that at any time any Event of DefaultDefault exists, after obtaining the prior written consent Administrative Agent and each Lender may apply to the payment of any obligations of the Administrative AgentBorrowers hereunder, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such then due, all balances, credits, deposits, accounts or moneys of the Borrowers then or thereafter with the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLender; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lenders and the Lenders other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Issuing Lender and each other Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Issuing Lender, such Lender or their respective Affiliates may have. Each Issuing Lender and each other Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of setoff or other rights that the Purchaser or any of the Lenders other Indemnitees may have at common law or otherwise, the Purchaser shall have the right to set off any amount that may be owed to any Indemnitee under this Section 6 against the Second Installment; provided by Lawthat Purchaser complies with the following procedure: (a) Prior to any setoff, upon the occurrence Purchaser shall deliver to the Agent a claim notice (a "Claim Notice") that shall state in reasonable detail: (i) the nature of the Breach (or Loss), Liability or other matter for which indemnification is sought under Section 6, (ii) the estimated amount of such Damages (or Losses), Liability or matter and the date on which such Damages (or Losses), Liability or matter were suffered or incurred or are expected in good faith to be suffered or incurred. (b) Upon the request of the Agent, the Purchaser shall reasonably provide non-privileged documents, records and other information relating to each claim in the Claim Notice. (c) If the Agent agrees with the Claim Notice or fails to respond within 30 calendar days commencing on the date of delivery of the Claim Notice, then Buyer may set off the claims set forth in the Claims Notice against the Second Installment. (d) If, during the continuance 30 day period commencing on the date of any Event delivery of Defaulta Claim Notice, after obtaining the prior Purchaser shall have received a written consent of the Administrative Agent, each Lender is authorized at any time and notice from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawAgent stating that Agent in good faith disputes the claim asserted in such Claim Notice, to then the Purchaser shall not make any set off against the Second Installment for a period of 45 days during which the Purchaser and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account Agent shall engage in discussions about a potential resolution of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application disputed claims in accordance with Section 7.22. If the provisions Purchaser and the Agent fail to resolve any dispute in accordance with Section 7.22, then the Purchaser may set off the full amount of Section 2.17 andclaim set forth in the disputed Claim Notice, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for without prejudice to the benefit right of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights on behalf of the Administrative Agent and each Lender Selling Shareholders) to seek recovery of the setoff amount through an arbitration proceeding under Section 7.24 of this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may haveAgreement.

Setoff. In addition to any and not in limitation of all other rights and remedies (including other rights of the Lenders provided by Lawsetoff) that any Bank or other holder of any Note may have, any Bank or such other holder shall, upon the occurrence and during the continuance of any Event of DefaultDefault described in Section 12.1 or any Unmatured Event of Default described in Section 12.1(e), after obtaining have the prior written consent of the Administrative Agent, each Lender is authorized at any time right to appropriate and from time to time, without prior notice apply to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf payment of each other Loan Party) to the fullest extent permitted by Law, to set off and apply any and all Loans and other liabilities of the Company hereunder (whether or not then due), in such order of application as such Bank or such other holder may elect, any and all balances, credits, deposits (general or special, time or demand, provisional or final) at any time held by), and other Indebtedness at any time owing by, such Lender to accounts or for the credit or the account moneys of the respective Loan Parties against Company then or thereafter with such Bank or such other holder other than any lock box account and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender operating account. Any Bank shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of promptly advise the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right Company of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender; provided that the but failure to give such notice do so shall not affect the validity of such setoff and application. The rights To secure the payment of such Loans and other liabilities, the Company hereby grants the Agent, for the benefit of the Administrative Banks, the Agent and each Lender under this Section 10.09 such other holder a continuing security interest in such balances, credits, deposits, accounts or moneys, and each Bank is hereby appointed and accepts appointment as the agent of the Agent for purposes of maintaining and retaining possession of such property. Notwithstanding the foregoing, each Bank hereby agrees that, if a Person other than the Company establishes to the reasonable satisfaction of such Bank and the Agent that any balances, credits or deposits appropriated and applied by such Bank are in addition to properly traceable proceeds of property owned by such other rights Person and remedies (includingnot by the Company, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.other Person has a legally enforceable prior claim to such proceeds under applicable law, such Bank shall, upon receipt of evidence reasonably satisfactory to such Bank and the Agent establishing such legally enforceable prior claim of such other Person, turn over such amounts to the Company or as

Setoff. In addition to Each Lender, Swingline Bank and LC Issuing Bank may at any rights and remedies of the Lenders provided by Law, time upon or after the occurrence and during the continuance of any an Event of Default, after obtaining and without notice to the prior written consent Borrower, set-off against the Obligations of the Administrative AgentBorrower under this Agreement the whole or any portion or portions of any or all deposits and other sums credited by or due from such Lender, each Lender is authorized at any time and from time to time, without prior notice Swingline Bank or LC Issuing Bank to the Borrower or any other Loan Party, any such notice being waived subject to withdrawal by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawBorrower, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent Person or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessPersons could also withdraw money therefrom; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuing Banks, the Swingline Banks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations obligations owing to such Defaulting Lender pursuant to this Agreement as to which it exercised such right of setoff. The rights of each Lender, Swingline Bank and LC Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or LC Issuing Bank may have in law or in equity. Each Lender Lender, Swingline Bank and LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of Default, after obtaining to the extent permitted or not expressly prohibited by Applicable Law, ▇▇▇▇▇▇▇▇ agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at its option, but subject to receipt of the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by LawRequired Banks exercised in their sole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or by it for the credit or the account of the respective Loan Parties Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such Lender hereunder Bank under this Agreement or under such Bank’s Note, or any other Loan Document, now or hereafter existing, irrespective which is not paid when due (regardless of whether such balances are then due to Borrower or not such General Partner), in which case it shall promptly notify Borrower and Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessthereof; provided that such Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Fronting Banks and the Lenders Banks and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. In addition to any rights If (a) an Event of Default shall have occurred and remedies be continuing and (b) the principal of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative AgentLoans has been accelerated, each Lender is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness obligations at any time owing by, by such Lender to or for the credit or the account of the respective Loan Parties Borrower against any of and all Obligations owing to such Lender hereunder or under any other Loan Document, the obligations of the Borrower now or hereafter existingexisting under this Agreement held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations may be contingent unmatured; provided, that any Lender exercising any right of set off shall provide promptly to the Borrower a statement describing in reasonable detail the source and amount of any deposits or unmatured or denominated in a currency different from that other obligations owing by such Lender and the Obligations owing to such Lender as to which it exercised such right of the applicable deposit or Indebtednesssetoff; provided and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) that the Administrative Agent and which such Lender may have.

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

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, after obtaining the prior written consent of the Administrative Agent, Borrower authorizes each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent permitted by Law, to set off setoff and apply any and all deposits (general or special, time or demand, in whatever currency denominated, including all account balances, whether provisional or final) at any time final and whether or not collected or available, but excluding deposits held byin a trustee, and other Indebtedness at any time owing byfiduciary, such Lender to agency or similar capacity or otherwise for the credit or benefit of a third party) toward the account payment of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Agent Lender or the Lenders; provided, that (a) promptly after any such setoff and application such Lender shall have made demand give notice to the Borrower (provided further that any failure to give such notice shall not affect the validity of such setoff and application under this Agreement or any other Loan Document Section), and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that (b) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the LC Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.