Common use of Right of Set-Off; Adjustments Clause in Contracts

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, now or hereafter existing under this Agreement irrespective of whether such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of DefaultDefault and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03, each Lender (and each of its affiliates) is Affiliates shall hereby be authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) such an Affiliate to or for the credit or the account of the Guarantor or any Borrower Company against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Company now or hereafter existing under this Agreement and any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Company after any such set-off and application made by such Lender; provided, however, however that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender and the Issuing Bank (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Applicable Borrower against any and all of the obligations Obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement Agreement, any other Loan Document and the Note of such Borrower held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement Agreement, any other Loan Document or such Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Applicable Borrower, as the case may be, Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 12.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Applicable Borrower against any and all of the obligations Obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement Agreement, any other Loan Document and the Note of such Borrower held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement Agreement, any other Loan Document or such Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Applicable Borrower, as the case may be, Global Agent and the Applicable Facility Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations Obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section SECTION 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedunmatured or otherwise fully-secured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower in writing after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliatesAffiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliatesAffiliates) to or for the credit or the account of the Guarantor any Borrower or any Borrower Guarantor against any and all of the obligations of the any Borrower or any Guarantor or such Borrower, as the case may be, now or hereafter existing under this Agreement and the Note held by such Lender, or any other Loan Document, irrespective of whether such Lender shall have made any demand under this Agreement or such Note or such other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the applicable Borrower or Guarantor or relevant Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 SECTION 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor Parent or any the Borrower against any and all of the obligations of the Guarantor Parent or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Revolving Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Revolving Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor Parent or relevant the Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender Lender, each Bank Guarantee Issuer and the Issuing Bank (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Applicable Borrower against any and all of the obligations Obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement Agreement, any other Loan Document and the Note of such Borrower held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement Agreement, any other Loan Document or such Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Applicable Borrower, as the case may be, Global Agent and the Applicable Facility Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 SECTION 13.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower Borrowers against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrowers now or hereafter existing under this Agreement and the Note held 86 by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although the payment of such obligations may be unmaturednot have been accelerated. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at 84 any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 SECTION 11.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, and upon the exercise by Agent of the remedy provided for in Section 9.2, each Lender (and each of its affiliatesAffiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliatesAffiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliatesAffiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or any of its affiliatesAffiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement Credit Agreement, under the Notes, under any other Credit Document or otherwise, irrespective of whether such Lender shall have made any demand under this Agreement hereunder or thereunder and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, -------- however, that the failure to give such notice shall not affect the validity of ------- such set-off and application. The rights of each Lender under this Section 12.3 12.2 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations Obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 SECTION 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect -------- ------- the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.3 are in addition to other rights and remedies ------------ (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and ----------------------------- during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Notes held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section SECTION 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliatesAffiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliatesAffiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note or Notes held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during ----------------------------- the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower Borrowers against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrowers now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although the payment of such obligations may be unmaturednot have been accelerated. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the -------- ------- validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each the Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such the Lender (or any of its affiliates) to or for the credit or the account of the Guarantor Borrower or any Borrower Pan Am against any and all of the obligations of the Guarantor Borrower or such Borrower, as the case may be, Pan Am now or hereafter existing under this Agreement and the Note held by the Lender, irrespective of whether such the Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each The Lender agrees promptly to notify the Guarantor Borrower or relevant BorrowerPan Am, as the case may be, after any such set-off and application made by such the Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Lender under this Section 12.3 SECTION 11.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such the Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, and upon the exercise by the Agent of the remedy provided for in Section 10.2(a), each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section SECTION 12.3 are in addition to other 87 94 rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor Parent or the Borrower (other than any Borrower such deposits being held in trust for the benefit of any non-Credit Party third parties) against any and all of the obligations of the Guarantor Parent or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 SECTION 11.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of DefaultDefault and subject to the terms of the Intercreditor Agreement, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower Borrowers against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrowers now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although the payment of such obligations may be unmaturednot have been accelerated. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during ----------------------------- the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the -------- ------- validity of such set-off and application. The rights of each Lender under this Section 12.3 11.3 are in addition to other rights and remedies (including, without ------------ limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and ----------------------------- during the continuance of any Event of Default, each Lender (and each of its affiliatesAffiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliatesAffiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note or Notes held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, Borrower after any such set-off and application made by such Lender; provided, -------- however, that the failure to give such notice shall not affect the validity of ------- such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor Parent or the Borrower (other than any Borrower such deposits being held in trust for the benefit of any non-Credit Party third parties) against any and all of the obligations of the Guarantor Parent or such Borrower, as the case may be, Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as Borrower and the case may be, Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Lender (or any of its affiliates) to or for the credit or the account of the Guarantor or any Borrower against any and all of the obligations of the Guarantor or such Borrower, as the case may be, now or hereafter existing under this Agreement and the Notes held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Guarantor or relevant Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.