The Accounts Bank hereby acknowledges the first-priority security interest granted hereby to the Lender. In order to secure repayment of Borrower’s or Lender’s, as applicable, obligations to Accounts Bank hereunder, Borrower and Lender hereby pledge and grant to Accounts Bank a continuing lien and security interest in, and right of set-off against, all of Borrower’s and Lender’s right, title and interest in and to the Account Collateral (including proceeds thereof) held in the Project Accounts. In this regard Accounts Bank shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. The Accounts Bank hereby agrees that such right of recoupment or set-off and/or any such Lien shall (except to the extent provided in [clause (c) of this Section 2.7]) be subordinate to the security interest of the Lender. The Accounts Bank agrees that it shall not (except to the extent provided in [clause (c) of this Section 2.7]) assert or enforce any such right of recoupment or set-off and/or any Lien until the Discharge Date.

In the event any such repayment is required, the Company shall have the right to seek enforcement of such repayment obligation in any court of competent jurisdiction or to set-off such amounts against other amounts owed to you by the Company.

in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry;

#Adjustments; Set-off

SECTION # Set-off. 30

the existence of any claim, set-off, defense or other right that any Loan Party or any of its Restricted Subsidiaries may have at any time against any beneficiary or transferee beneficiary, any assignee of proceeds, the applicable Issuing Bank or any other Person;

any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of set-off against, the Borrower’s obligations hereunder; or

The group offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The Borrowers hereby confirm that the Borrowers are indebted to Lender for the Loan Obligations, Letter of Credit Obligations and other Obligations as set forth in the Credit Agreement and the other Loan Documents. Each Borrower further acknowledges and agrees that as of the date hereof, it has no claim, defense or set-off right against Lender of any nature whatsoever, whether sounding in tort, contract or otherwise, and has no claim, defense or set-off of any nature whatsoever to the enforcement by Lender of the full amount of the Loans and other Obligations of the Loan Parties under the Credit Agreement and the other Loan Documents.

Section # Set-Off; Sharing of Payments 71