BANK IN ACCORDANCE WITH REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM AND ANY OPERATING CIRCULAR ISSUED BY SUCH FEDERAL RESERVE BANK,
AND (II) ANY PLEDGE OR ASSIGNMENT FOR THE BENEFIT OF THE ASSIGNOR'S TRUSTEE
AND/OR ITS INVESTORS OR FINANCING PARTIES TO SECURE ITS OBLIGATIONS UNDER ANY
INDENTURE, CREDIT FACILITY OR AUTHORITY DOCUMENTS TO WHICH IT IS A PARTY;
PROVIDED, THAT NO SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SHALL RELEASE
SUCH LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE
OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
SECTION 10.7
RIGHT OF SET OFF; SHARING OF PAYMENTS.
(A)
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER
GRANTED UNDER APPLICABLE LAW OR OTHERWISE, AND NOT BY WAY OF LIMITATION OF SUCH
RIGHTS, EACH BORROWER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT AND EACH LENDER
A RIGHT OF OFFSET, TO SECURE REPAYMENT OF ALL AMOUNTS OWING TO THE
ADMINISTRATIVE AGENT OR ANY LENDER BY THE BORROWERS UNDER THE CREDIT DOCUMENTS,
UPON ANY AND ALL MONIES, SECURITIES, COLLATERAL OR OTHER PROPERTY OF THE
BORROWER AND THE PROCEEDS THEREFROM, NOW OR HEREAFTER HELD OR RECEIVED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY ENTITY UNDER THE CONTROL OF THE
ADMINISTRATIVE AGENT OR
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ANY LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING, WITHOUT
LIMITATION, BRANCHES AND AGENCIES OF THE ADMINISTRATIVE AGENT, WHEREVER
LOCATED), FOR THE ACCOUNT OF THE BORROWER, WHETHER FOR SAFEKEEPING, CUSTODY,
PLEDGE, TRANSMISSION, COLLECTION, OR OTHERWISE, AND ALSO UPON ANY AND ALL
DEPOSITS (GENERAL OR SPECIFIED) AND CREDITS OF THE BORROWER AT ANY TIME
EXISTING.
EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE
AFFILIATES IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT NOTICE TO
ANY BORROWER, TO OFFSET, APPROPRIATE, APPLY AND ENFORCE SUCH RIGHT OF OFFSET
AGAINST ANY AND ALL ITEMS HEREINABOVE REFERRED TO AGAINST ANY AMOUNTS OWING TO
ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT BY THE BORROWERS UNDER THE CREDIT
DOCUMENTS, IRRESPECTIVE OF WHETHER ANY OF THE LENDERS OR THE ADMINISTRATIVE
AGENT SHALL HAVE MADE ANY DEMAND HEREUNDER AND ALTHOUGH SUCH AMOUNTS, OR ANY OF
THEM, SHALL BE CONTINGENT OR UNMATURED AND REGARDLESS OF ANY OTHER COLLATERAL
SECURING SUCH AMOUNTS.
EACH BORROWER SHALL BE DEEMED DIRECTLY INDEBTED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS IN THE FULL AMOUNT OF ALL AMOUNTS OWING TO
THE LENDERS AND THE ADMINISTRATIVE AGENT BY THE BORROWERS UNDER THE CREDIT
DOCUMENTS, AND THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
EXERCISE THE RIGHTS OF OFFSET PROVIDED FOR ABOVE.
ANY AND ALL RIGHTS TO REQUIRE
ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO
ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT BY THE BORROWERS UNDER THE CREDIT
DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES,
SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER