Common use of Right of Set-off Clause in Contracts

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such AffiliateBank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Agreement, whether or any other Loan Document to not such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.19(b)(iii) 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 2.19 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Company after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Bank, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Bank, the Swingline Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or the Swingline Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Bank, the Swingline Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank or the Swingline Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the Swingline Lender, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Bank, the Swingline Lender or their respective Affiliates may have. Each Lender and Lender, each LC Issuing Bank and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or their respective its Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize Default, the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby irrevocably authorized at any time and from time to timetime (unless the Administrative Agent or such Lender, as applicable, has agreed to the fullest extent permitted contrary) without notice to the Guarantor, any such notice being expressly waived by Applicable Lawthe Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by the Administrative Agent or such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all or on account of the obligations Obligations and liabilities of the Borrower now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate shall have Lender has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower obligations, liabilities and claims may be contingent or unmatured unmatured. The Administrative Agent and each Lender shall notify the Guarantor promptly as of any such set-off and the application made by the Administrative Agent or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from as the branchcase may be, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationproceeds thereof; 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 paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or their respective its Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Revolving Credit Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, upon prior notice to the Agent (provided that, the failure to provide such notice shall not affect the validity of such set off), 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or the Loan Documents and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.17(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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Agent and the Administrative Agent promptly Borrower after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.26(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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent unmatured; provided, that any recovery by any Lender or unmatured or are owed any Affiliate pursuant to a branchits setoff rights under this Section 9.06 is subject to the provisions of Section 2.18(c); provided, office or Affiliate of such Lenderfurther, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such LenderLender (including, without limitation, branches, agencies or Affiliates of such LC Issuing Bank or any such Affiliate, Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all liabilities of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document such Person to such LenderLender hereunder, such LC Issuing Bank under the Notes or their respective Affiliatesthe other Credit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or are owed to a branch, office or Affiliate entered on the books of such LenderLender subsequent thereto; provided, such LC Issuing Bank different from the branchthat, office or Affiliate holding such deposit or 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 2.21 3.19 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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition set-off with respect to other rights and remedies (including other rights of setoff) that its participation interest as fully as if such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Person were a Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or be continuing under Section 6.01 and the granting of the consent specified by in Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.016.01 shall have been obtained, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding trust accounts, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Company or any other Borrower against any and all of the obligations of the Company or such Borrower now or hereafter existing under this Agreement or any other Loan Document Note to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Note and although such obligations of the Company or such Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings, the Borrower or any other Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; 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 2.21 2.22 of the Credit 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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender or Issuing Bank shall notify the applicable Grantor and the Collateral Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section 5.08. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees Notwithstanding the foregoing, no amount received or set off from any Grantor shall be applied to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity Excluded Swap Obligation of such setoff and applicationGrantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Credit Party and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Credit Party or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such LenderCredit Party, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Credit Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that 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 2.21 8.16 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Credit Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Credit Party and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Credit Party and its Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by in Section 6.01 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings Advances and all Notes due and payable pursuant to the provisions of Section 6.016.1, each Lender, of the Administrative Agent and each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lenderthe Administrative Agent, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Note or Notes and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Administrative Agent and each LC Issuing Bank Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; 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 and their respective Affiliates under this Section 8.7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Paying Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, each Lender, Agent and each LC Issuing Bank Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such LenderAgent, such LC Issuing Bank Lender Party or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Affiliate Lender Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset off, (x) all amounts so set off shall be paid over immediately to the Administrative Paying Agent for further application in accordance with the provisions of Section 2.21 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, the LC Issuing Banks, Paying Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Paying Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Agent and each Lender Party agrees promptly to notify the Borrower after any such set-off and application; provided, further, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Agent and each LC Issuing Bank Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that such LenderAgent, such LC Issuing Bank or Lender Party and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon Subject to the DIP Order and the final proviso to Section 6.01, upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans due and payable pursuant to the provisions of Section 6.01, the Agent, and each Lender, each LC Issuing Bank applicable Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owingowing by the Agent, by or such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower such Company now or hereafter existing under this Agreement and any Note held by the Agent, or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate provided, however, that no such right shall exist against any deposit designated as being for the benefit of such Lenderany governmental authority, such LC Issuing Bank different from the branchprovided, office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 6.02 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly applicable Loan Party after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender, the Agent, and each such Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Agent, the Lenders or such Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of a Default and pursuant to Section 8.01(a) or (iib) the making of the request or the granting of the consent specified by Section 6.01 8.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.018.01, each Lender, each LC Issuing Bank and each of their respective Affiliates (other than a Defaulting Bank) is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any affiliate of such Affiliate, Bank to or for the credit or the account of the Borrower or a Guarantor (but not any other Person) against any and all of the obligations of the Borrower or a Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesthe Credit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of may be unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower may be contingent or unmatured or are owed a Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to a branch, office or Affiliate of such LenderThird Party Funds, such LC Issuing Bank different from shall promptly return such Third Party Funds to the branchBorrower or a Guarantor, office or Affiliate holding such deposit or obligated on such indebtedness; as applicable, provided further that in the event that any Defaulting Lender Bank shall exercise receive any such property of the Borrower or a Guarantor or payment (including by purported right of setoffset off or otherwise), (x) all amounts so set off received shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.18 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, the LC Issuing Banks, Agent and the Lendersother Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised received such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank property or their respective Affiliates may havepayment. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent applicable Guarantor promptly after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Bank under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.24(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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank. Notwithstanding anything herein to the contrary, there shall be no right of set-off with respect to reserve accounts established by any Loan Party attributable to third party working interest or royalty interest owners to the extent of amounts held in such account that belong to third party working interest and royalty interest owners.

Right of Set-off. Upon Subject to the final proviso to Section 6.01, upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans due and payable pursuant to the provisions of Section 6.01, the Agent, and each Lender, each LC Issuing Bank applicable Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owingowing by the Agent, by or such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower such Company now or hereafter existing under this Agreement and any Note held by the Agent, or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate provided, however, that no such right shall exist against any deposit designated as being for the benefit of such Lenderany governmental authority, such LC Issuing Bank different from the branchprovided, office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 6.02 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender, the Agent, and each such Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Agent, the Lenders or such Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document Note to such Lender, such LC Issuing Bank Lender or their respective its Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, Lender and such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or such Issuing Bank, as the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.26(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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such Issuing Bank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes or CAF Notes, if any, due and payable pursuant to the provisions of Section 6.01, each Lender, each LC the Issuing Bank Banks and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note or any other Loan Document to CAF Note, as the case may be, held by such LenderLender or the Issuing Banks, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Lender or Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document such Note or CAF Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Lender or the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Lender, the Issuing Bank and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set off) that such Lender, Issuing Bank and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and under Section 6.01(a) or (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans and Notes due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower (all such deposits and other indebtedness being herein called “Obligations”) against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender 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 each Lender and its Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such Affiliate may have.

Right of Set-off. Upon (i) 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 and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Collateral Agent, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Grantor against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesSecured Obligations, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower such Grantor may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or 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 Collateral Agent for further application in accordance with the provisions of Section 2.21 2.19 of the Credit 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, the LC Issuing Banks, Collateral Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Collateral Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making commencement of the request or the granting of the consent specified by remedies described in Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.019.2, each Lender, each LC Issuing Bank L/C Issuer and each of their respective Affiliates the Swing Line Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off set‑off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank L/C Issuer or any the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such AffiliateLender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesotherwise, irrespective of whether the Administrative Agent, the Lenders, the L/C Issuers or not such Lender, such LC Issuing Bank or such Affiliate the Swing Line Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured unmatured, and any such set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or are owed to a branch, office or Affiliate entered on the books of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided Lender subsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the event that any Defaulting Lender shall Revolving Loans and Commitments hereunder pursuant to Sections 3.8 or 11.3(d) may 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition set‑off with respect to other rights and remedies (including other rights of setoff) that its participation interest as fully as if such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Person were a Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or such Issuing Bank, as the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.25(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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such Issuing Bank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default Default, any Agent or any Lender may, and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by Applicable 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, held and any and all other obligations Indebtedness (in whatever currency) at any time owing, owing by such Lender, Agent or such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Loan Party against any and all Obligations of the obligations of the Borrower Loan Parties either now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Affiliate Lender shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; 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 2.21 4.09 [Apportionment of Payments] 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, the LC Issuing Banks, Agents and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Agent and each LC Issuing Bank Lender agrees to notify the Borrower and the Administrative Agent such Loan Party promptly after any such setoff set-off and application; application made by such Agent or such Lender provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise. Notwithstanding the foregoing, in no event may the right of set-off described in this Section 12.05 be utilized against any assets that constitute Excluded Property (as such term is defined in the Security Agreement).

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be unmatured or contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 9.5(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Administrative Agent or the Lender provided by law, upon the occurrence of an Event of Default and acceleration of the obligations owing in connection with this Note, or at any time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize Default, the Administrative Agent to declare and the outstanding Borrowings due and payable pursuant Lender shall have the right, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to timesuch notice being expressly waived by the Borrower, to the fullest extent permitted not prohibited by Applicable Lawapplicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account indebtedness of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 or the Lender, any amount owing from the Administrative Agent or the Lender to the Borrower, at, or at any time after, the happening of any of the above‑mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set off may be exercised by the Administrative Agent or the Lender against the Borrower or against any trustee in accordance with the provisions of Section 2.21 andbankruptcy, pending such paymentcustodian, shall be segregated by such Defaulting Lender from its other funds and deemed held debtor in trust possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Administrative AgentBorrower, or against anyone else claiming through or against the LC Issuing BanksBorrower or such trustee in bankruptcy, and custodian, debtor in possession, assignee for the Lendersbenefit of creditors, and (y) receiver, or execution, judgment or attachment creditor, notwithstanding the Defaulting Lender fact that such right of set-off shall provide promptly to not have been exercised by the Administrative Agent or the Lender prior to the making, filing or issuance, or service upon the Administrative Agent or the Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a statement describing in reasonable detail the obligations receiver, or issuance of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffexecution, subpoena, order or warrant. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Administrative Agent or their respective Affiliates may have. Each the Lender and each LC Issuing Bank agrees to shall promptly notify the Borrower after any such set-off and application made by the Administrative Agent promptly after any such setoff and application; or the Lender, as applicable, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law and subject to exceptions of mandatory law in the country of incorporation of the Company, 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower Company now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or their respective its Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon either (a) the occurrence and during the continuance of any Event of Default under Section 6.01(a) or 6.01(e) involving the Borrower or (b) (i) the occurrence and during the continuance of any other Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits in whatever currency(i) trust or other fiduciary accounts (to the extent of amounts held therein in trust in the ordinary course of business on behalf of third parties), (ii) payroll accounts, (iii) health-savings accounts and worker’s compensation accounts, (iv) withholding tax accounts and (v) zero balance accounts used in the ordinary course of business) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of may be unmatured. Each Lender agrees promptly to notify the Borrower may be contingent or unmatured or are owed after any such set off and application, provided that the failure to a branch, office or Affiliate give such notice shall not affect the validity of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessset off 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 2.21 2.18(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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the such Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset off) that such Lender, such LC Issuing Bank or their respective Lender and its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each The rights of each Lender and each LC Issuing Bank agrees under this Section 9.06 are in addition to notify the Borrower other rights and the Administrative Agent promptly after any remedies (including other rights of set-off) that such setoff and application; provided that the failure to give Lender or such notice shall not affect the validity of such setoff and applicationIssuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Bank and the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut specifically excluding any trust or segregated accounts) at any time held, held by such Bank and any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such LenderBank, such LC the Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Borrower’s Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or under any of the other Loan Document Transaction Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Bank or the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided 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 2.21 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, the LC Issuing Banks, Bank and the LendersBanks (including the Swingline Bank), and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided application made by such Bank, 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 Banks under this Section 9.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Banks may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or such Loan Party are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of Obligations under the Borrower Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank the L/C Issuer or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company or any other Loan Party against any and all of the obligations of the Borrower Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender or the L/C Issuer different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 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, the LC Issuing Banks, 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 obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank 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, such LC Issuing Bank the L/C Issuer or their respective Affiliates may have. Each Lender and each LC Issuing Bank the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Airgas or any other Borrower against any and all of the obligations of the Airgas or such Borrower now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Airgas or such Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 4.16 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower Airgas and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize Default, the Administrative Agent to declare Agent, the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Issuing Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable Legal Requirement, 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, held and other obligations (in whatever currency) at any time owingowing by the Administrative Agent, by such the Issuing Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower any Loan Party now or hereafter existing under this Agreement or any other Loan Document and owing to the Administrative Agent, such Lender, such LC Issuing Bank Lender or their respective Affiliatessuch Affiliate, irrespective of whether or not the Administrative Agent, such Lender, such LC the Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower any Loan Party may be contingent or unmatured or are owed to a branchbranch or office of the Administrative Agent, office or Affiliate of such Lender, such LC Issuing Bank Lender or such Affiliate different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessobligations; 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 2.21 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, the LC Issuing Banks, Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each the Lender and each LC Issuing Bank Parties agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and 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, each Lender, the Issuing Lender and their respective Affiliates under this Section 7.04 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the Issuing Lender or their respective Affiliates may have.

Right of Set-off. Upon either (a) the occurrence and during the continuance of any Event of Default under Section 6.01(e) or (b) (i) the occurrence and during the continuance of any other Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.19 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the appropriate Borrower and the Administrative Agent promptly after any such setoff set‑off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set‑off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making commencement of the request or the granting of the consent specified by remedies described in Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.019.2, each Lender, each LC Issuing Bank L/C Issuer and each of their respective Affiliates the Swing Line Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank L/C Issuer or any the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such AffiliateLender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesotherwise, irrespective of whether the Administrative Agent, the Lenders, the L/C Issuers or not such Lender, such LC Issuing Bank or such Affiliate the Swing Line Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise and any such right of setoff, (x) all amounts so set set-off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffsubsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Sections 3.8 or 11.3(d) may exercise all rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition set-off with respect to other rights and remedies (including other rights of setoff) that its participation interest as fully as if such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Person were a Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, Bank and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut specifically excluding any trust or segregated accounts) at any time held, held by such Bank and any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such LenderBank, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Borrower’s Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or under any of the other Loan Document Transaction Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Bank or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided 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 2.21 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, the LC Issuing Banks, Banks and the LendersBanks (including the Swingline Bank), and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided application made by such Bank, 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 Banks under this Section 9.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Banks may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize be continuing, the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Agent, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owingowing by the Administrative Agent, by such Lender, any such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement or any other Loan Document to such Lenderheld by the Administrative Agent, such LC Lender or such Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lenderthe Administrative Agent, such LC Lender or such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lenderthe Administrative Agent, such LC Lender or such Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; 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 2.21 2.22 of the Credit 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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Administrative Agent, the applicable Lender and the applicable Issuing Bank shall notify the Borrower (on behalf of the applicable Guarantor) and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, such LC Issuing Bank or and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or their respective its Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be unmatured or contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) 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 and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each Grantor (on its own behalf and on behalf of its Subsidiaries) to the fullest extent permitted by Applicable 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 heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party that is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Administrative Agent, each Lender and each L/C Issuer under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such AffiliateBank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Agreement, whether or any other Loan Document to not such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.18(b)(iii) 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; 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 2.21 2.22 of the Credit 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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender or Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section 5.08. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees ; provided, further, that to notify the Borrower and extent prohibited by applicable law as described in the Administrative Agent promptly after definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any such setoff and application; provided that the failure Guarantor shall be applied to give such notice shall not affect the validity any Excluded Swap Obligations of such setoff and applicationGuarantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC the Issuing Bank, the Swing Line Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC the Issuing Bank, the Swing Line Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC the Issuing Bank or their respective Affiliatesthe Swing Line Bank, irrespective of whether or not such Lender, such LC the Issuing Bank or such Affiliate the Swing Line Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC the Issuing Bank or the Swing Line Bank different from the branch, branch or office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing BanksBank, the Swing Line Bank and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC the Issuing Bank, the Swing Line Bank and their respective Affiliates under this Section 9.04 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC the Issuing Bank, the Swing Line Bank or their respective Affiliates may have. Each Lender Lender, the Issuing Bank and each LC Issuing the Swing Line Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) 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 and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Guarantor and its Subsidiaries) to the fullest extent permitted by Applicable 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 heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Guaranteed Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided 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, each Lender and each L/C Issuer under this Section 4.07 are in addition to other rights and remedies (including other rights of set off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of a Default and pursuant to Section 8.01(a) or (iib) the making of the request or the granting of the consent specified by Section 6.01 8.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.018.01, each Lender, each LC Issuing Bank and each of their respective Affiliates (other than a Defaulting Bank) is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any affiliate of such Affiliate, Bank to or for the credit or the account of the Borrower or the Guarantor (but not any other Person) against any and all of the obligations of the Borrower or the Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesthe Credit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of may be unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower may be contingent or unmatured or are owed the Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to a branch, office or Affiliate of such LenderThird Party Funds, such LC Issuing Bank different from shall promptly return such Third Party Funds to the branchBorrower or the Guarantor, office or Affiliate holding such deposit or obligated on such indebtedness; as applicable, provided further that in the event that any Defaulting Lender Bank shall exercise receive any such property of the Borrower or Guarantor or payment (including by purported right of setoffset off or otherwise), (x) all amounts so set off received shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.18 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, the LC Issuing Banks, Agent and the Lendersother Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised received such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank property or their respective Affiliates may havepayment. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent Guarantor promptly after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Bank under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings, the Borrower or any other Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) 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 and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by Applicable 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 heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Secured Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Holdings (prior to a Qualified IPO), Intermediate Holdings or any Subsidiary against any of and all the Obligations of the obligations of the Borrower Holdings (prior to a Qualified IPO), Intermediate Holdings or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective such Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed unmatured; provided, that no amounts set off with respect to a branch, office or Affiliate any Guarantor shall be applied to any Excluded Swap Obligations of such LenderGuarantor; provided, such LC Issuing Bank different from the branchfurther, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and each of their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender or such Issuing Bank may have. Notwithstanding the foregoing, no Lender, such LC Issuing Bank or their its respective Affiliates may have. Each Lender Affiliate shall exercise set-off rights with respect to the Canadian Borrower’s or any German Borrower’s assets and each LC Issuing Bank agrees apply such proceeds to notify the Obligations of the U.S. Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.01 7.2 to authorize the Administrative Agent to declare the outstanding Borrowings Obligations due and payable pursuant to the provisions of Section 6.017.2 or the automatic acceleration of the Obligations pursuant to Section 7.3, each Lender, each LC Issuing Bank Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender, Lender or such LC Issuing Bank Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing BanksLenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and under Sections 8.1(a), (iib), (h) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant (i), without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or finalfinal but excluding all trust, in whatever currencypayroll, tax withholding, employee benefit and other accounts relating to insurance premiums and payments of claims which are required by applicable law or contract to be segregated from the Loan Parties’ other funds) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any other Borrower Party against any and all of the obligations of the Borrower or such Borrower Party now or hereafter existing under this Credit Agreement or any other Loan Financing Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower or such Borrower Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 3.27 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, subject to the prior written consent of the Administrative Agent, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final), in whatever any currency) , of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder, to the extent such Obligations are due and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednesspayable; 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 2.21 2.26(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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 7.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans and other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 6.017.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held (other than deposits at any account with respect to which such account states that the Company is acting in a fiduciary capacity) and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower Company now or hereafter existing under this Agreement or and any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Loans and other amounts owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Each Lender agrees promptly to notify the Company after any such set-off and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that application made by such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower BGI or any Subsidiary against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent unmatured; provided, that any recovery by any Lender or unmatured any Affiliate pursuant to its setoff rights under this Section 9.06 is subject to the provisions of Section 2.18(c); provided, further, that a Lender may not offset or are owed appropriate and apply any balances held by it for the account of any Foreign Borrower or any other Indebtedness held or owing by that Lender to a branchor for the credit or for the account of any Foreign Borrower against or on account of any Obligations of BGI or the Guarantors; provided, office or Affiliate of such Lenderfurther, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Notwithstanding anything in this Section 9.06, amounts in accounts of any Foreign Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect be used to set off the validity Obligations of such setoff and applicationBGI.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and (ii) or if the making of Borrower becomes insolvent, however evidenced, the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, Borrower authorizes each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized Lender at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by Applicable LawBorrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in whatever currency) any currency and any other indebtedness at any time heldheld by or owing to such Lender or any of its Affiliates (including, and other obligations (in whatever currency) at any time owingwithout limitation, by branches and agencies of such Lender, such LC Issuing Bank or any such Affiliate, Lender wherever located) to or for the credit or the account of the Borrower against any and all on account of the obligations Obligations of the Borrower now to such Lender under this Agreement or hereafter existing under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement hereunder and although the Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower may them, shall be contingent or unmatured or are owed unmatured. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a branch, office or Affiliate market rate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting exchange selected by it. A 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from exercising its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition 2.10(a) shall provide prompt notice to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any following such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationexercise.

Right of Set-off. Upon (i) The Company hereby irrevocably authorizes the Administrative Agent, each Lender and each of their respective Affiliates at any time and from time to time without notice to the Company or any other Loan Party, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of any an Event of Default and (iiunder subsection 9(a) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings so long as any amount remains unpaid after it becomes due and payable pursuant to by the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at Company or any time and from time to timeother Loan Party under this Agreement or any other Loan Document, to the fullest extent permitted by Applicable Law, to set set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lenderthe Administrative Agent, such LC Issuing Bank other Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Borrower, or any other Loan Document to part thereof in such Lenderamounts as the Administrative Agent, such LC Issuing Bank Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchelect; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 subsection 4.6(e) 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, the LC Issuing Banks, L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each LenderAdministrative Agent, each LC Issuing Bank Lender and each of their respective Affiliates under this Section are in addition to other rights shall notify the Company promptly of any such set-off and remedies (including other rights of setoff) that such Lenderthe application made by the Administrative Agent, such LC Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationAffiliate of the proceeds thereof; 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, each Lender and each of their respective Affiliates under this subsection 11.10 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent, such Lender or any such Affiliate may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize be continuing, the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Agent, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) currency at any time owingowing by the Administrative Agent, by such Lender, any such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement or any other Loan Document to such Lenderheld by the Administrative Agent, such LC Lender or such Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lenderthe Administrative Agent, such LC Lender or such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lenderthe Administrative Agent, such LC Lender or such Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; 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 2.21 2.22 of the Credit 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, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Administrative Agent, the applicable Lender and the applicable Issuing Bank shall notify the Borrower (on behalf of the applicable Grantor) and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, such LC Issuing Bank or and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their its respective Affiliates is hereby authorized at any time and from time to timetime with the prior written consent of the Administrative Agent, without notice to the Borrower (any such notice being expressly waived by the Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut specifically excluding any trust or segregated accounts) at any time held, held by such Bank and any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Borrower’s Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or under any of the other Loan Document Transaction Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided 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 2.21 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, the LC Issuing Banks, Agent and the LendersBanks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided application made by such Bank, 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 Banks under this Section 9.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Banks may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates L/C Issuer is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, L/C Issuer to or for the credit or the account of Parent, the Borrower Borrowers or any Subsidiary against any of and all of the obligations of Parent, Holdings, the Borrower Borrowers or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesL/C Issuer, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate L/C Issuer shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender or the L/C Issuer different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, each 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 obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender and each LC Issuing Bank agrees that exercises such right of set-off shall give prompt notice to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationDutch Borrower; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making be continuing, each Lender and each L/C Issuer and any Affiliate of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates foregoing is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, L/C Issuer to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesL/C Issuer, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate L/C Issuer shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates L/C Issuer may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (1) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making Default, each of the request or Lenders is, subject (as between the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Lenders) to the provisions of subsection (3) of this Section 6.0112.26, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) indebtedness at any time owing, by such LenderLender in any of its offices, such LC Issuing Bank in Dollars or in any such Affiliateother currency, to or for the credit or the account of the Borrower against any and all of the respective obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate any other Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower may be contingent or unmatured and such deposits or are owed to a branchindebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, office set-off, banker’s lien, or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such similar rights against any deposit or obligated on other indebtedness of Borrower whether or not located in New York or any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such indebtedness; provided laws in significant impairment of the ability of all the Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees that in the event that any Defaulting no Lender shall exercise any such right of setoffset-off, banker’s lien, or otherwise, against any assets of Borrower (x) including all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 andgeneral or special, pending such paymenttime or demand, shall be segregated provisional or other deposits and other indebtedness owing by such Defaulting Lender from its other funds and deemed held in trust to or for the benefit credit or the account of Borrower) without the prior written consent of Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, upon prior notice to the Agent (provided that, the failure to provide such notice shall not affect the validity of such set off), 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or the Loan Documents and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.18(c) 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that such Lender, such LC Issuing Bank or Lender and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Revolving Loans due and payable pursuant to the provisions of Section 6.01, each Lenderthe Agent, each LC Issuing Bank Bank, and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lenderthe Agent, such LC Issuing Bank Bank, or any such Affiliate, Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and any Note held by the Agent, such Issuing Bank, or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate provided, however, that no such right shall exist against any deposit designated as being for the benefit of such Lenderany Governmental Authority, such LC Issuing Bank different from the branchprovided, office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 2.19 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided that , provided, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender, the Agent, each Issuing Bank, and each such Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Agent, the Issuing Banks, the Lenders or such Affiliates may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Purchaser shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Issuer, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Issuer to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Issuer at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Purchaser to or for the credit or the account of the Borrower Issuer against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to Obligations held by such Lender, such LC Issuing Bank or their respective AffiliatesPurchaser, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Purchaser shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender Purchaser 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 applied in accordance with the provisions of Section 2.21 2.21(a) and, pending such paymentapplication, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lendersapplicable recipients, and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Collateral Agent and the other Purchasers a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Purchaser agrees promptly to notify the Borrower and the Administrative Agent promptly Issuer after any such setoff set-off and applicationany application made by such Purchaser; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Purchaser agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Issuer and any of its Subsidiaries to such Purchaser.

Right of Set-off. Upon If any obligations hereunder or under any ---------------- other Loan Document, including under any interest rate swap or rate protection agreement with a Lender (icollectively, the "Liabilities") the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings shall be due and payable pursuant (subject to notice and cure periods) or any one or more Events of Default shall have occurred and be continuing, whether or not the Agent shall have made demand under any Loan Document and regardless of the adequacy of any collateral for the Liabilities or other means of obtaining repayment of the Liabilities, each Lender shall have the right, without notice to the provisions Borrower and is specifically authorized hereby to set-off against and apply to the then unpaid balance of Section 6.01, the Liabilities any items or funds of the Borrower held by each Lender or any affiliate of such Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional matured or finalunmatured) or any other property of the Borrower including, in whatever currency) without limitation, securities and/or certificates of deposit, now or hereafter maintained by any Borrower for its or their own account with any Lender or any affiliate of such Lender, and any other indebtedness at any time held, and other obligations (in whatever currency) at held or owing by any time owing, by Lender or any affiliate of such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Borrower, even if effecting such set-off results in a loss or reduction of interest or the Borrower against any and all imposition of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 penalty applicable to the Administrative Agent for further application in accordance with the provisions early withdrawal of Section 2.21 and, pending time deposits. For such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentpurpose, the LC Issuing BanksLenders shall have, and the Lenders, and (y) the Defaulting Lender shall provide promptly Borrower hereby grant to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank a first lien on and their respective Affiliates under this Section are security interest in addition to other rights such deposits, property, funds and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower accounts and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationproceeds thereof.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or their respective its Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) 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 and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor (on its own behalf and on behalf of its Subsidiaries) to the fullest extent permitted by Applicable 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 heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank L/C Issuer or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party that is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 4.07 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon Each of the Agent, LC Issuer, each Lender and each Affiliate (iincluding each branch office thereof) the occurrence of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable Requirements of Law (but in the case of each Lender and each Affiliate, after obtaining the prior written consent of the Agent), to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currencybut not including Excluded Accounts) at any time held, held and other Indebtedness, claims or other obligations (in whatever currency) at any time owingowing by the Agent, by such LenderLC Issuer, such LC Issuing Bank Lender or any such Affiliate, of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Borrowers or any other Loan Document Credit Party against any Obligation of any Credit Party then due and owing. None of any Lender nor LC Issuer shall exercise any such right of set-off without the prior consent of the Agent or Required Lenders. Each of the Agent, LC Issuer, and each Lender agrees promptly to notify the Borrowers and the Agent after any such Lenderset-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such LC Issuing Bank or notice shall not affect the validity of such set-off and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of set-off) that the Agent, the Lenders, their respective AffiliatesAffiliates and the other Secured Parties, irrespective of whether or not such Lendermay have. In addition to the foregoing, such LC Issuing Bank or such Affiliate shall have made and notwithstanding any demand under this Agreement or any other Loan Document and although such obligations of provision hereof to the Borrower may be contingent or unmatured or are owed to a branchcontrary, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 1.9 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, the LC Issuing BanksIssuer, Swingline Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationset-off.

Right of Set-off. Upon (i) Regardless of the adequacy of any collateral, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby expressly and irrevocably authorized by the Company at any time and from time to time, without notice to the fullest extent permitted by Applicable LawCompany, to set off set-off, appropriate, and apply all moneys, securities and other Property and the proceeds thereof now or hereafter held or received by or in transit to such Bank from or for the account of the Company, whether for safekeeping, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or and special), time or demand, provisional or final, in whatever currency) account balances and credits of the Company with such Bank at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower existing against any and all of the obligations of the Borrower now or hereafter existing Company to the Banks and to each of them arising under this Agreement and the Notes, and the Company shall continue to be liable to each Bank for any deficiency with interest at the rate or rates set forth in subparagraph 2.8(b). Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed Company to a branchsuch Bank, office or Affiliate of other than obligations evidenced by the Notes held by such LenderBank, such LC Issuing amount shall be applied ratably to such other obligations and to the obligations evidenced by all such Notes held by such Bank different and (b) if such Bank shall receive from the branchCompany, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in whether by voluntary payment, exercise of 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 Bank 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 Bank any amount in accordance excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, such Bank will make such disposition and arrangements with the provisions other Banks with respect to such excess, either by way of Section 2.21 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 Bank receiving in respect of the Administrative AgentNotes held by each Bank, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender its proportionate payment as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under contemplated by this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationAgreement; 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.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Secured Party is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each Grantor to the fullest extent permitted by Applicable applicable Law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank or any such Affiliate, Secured Party to or for the credit or the account of the Borrower respective Grantors against any and all of the obligations of the Borrower owing to such Secured Party hereunder, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtednessIndebtedness; 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 promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.17 of the Credit 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, the LC Issuing Banks, 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 obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Secured Party agrees promptly to notify the Borrower applicable Grantor and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Secured Party; provided provided, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Secured Party under this Section 6.08 are in addition to other rights and remedies (including other rights of set-off) that such Secured Party may have at Law.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 9.02 to authorize the Administrative Agent to declare the principal amount outstanding Borrowings hereunder to be due and payable pursuant to the provisions of Section 6.019.02, each Lender, each LC Lender and Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such LenderLender or such Issuing Bank, such LC Issuing Bank or any such Affiliateas applicable, to or for the credit or the account of the Borrower any Borrower, against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement and the Promissory Notes held by such Lender or any other Loan Document to such Lender, such LC the Issuing Bank or their respective AffiliatesAgreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Issuing Bank, as applicable, shall have made any demand under this Agreement or any other Loan Document such Promissory Notes or such Issuing Bank Agreement, as the case may be, and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees to notify promptly the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or Issuing Bank, as the case may be, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and Issuing Bank under this Section 11.05 are in addition to other rights and remedies (including other rights of set-off) which such Lender and Issuing Bank may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender, each LC Issuing Bank Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lenderthe Administrative Agent, such LC Issuing Bank Lender Party or any such Affiliate, Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such obligations may be unmatured; provided that no Lender Party shall exercise its right of set-off under this Section 9.05 without the prior written approval of the Borrower may be contingent or unmatured or are owed to a branchAdministrative Agent and further, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Delinquent 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 2.21 this Agreement and, pending such payment, shall be segregated by such Defaulting Delinquent Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (yii) the Defaulting Delinquent Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Delinquent Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Administrative Agent and each LC Issuing Bank Lender Party agrees promptly to notify the Borrower and the Administrative Agent promptly or such Loan Party after any such setoff set-off and application; 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 Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Subject to Section 9.04, if an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC the Issuing Bank Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC the Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company or any other Loan Party against any and all of the obligations of the Borrower Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Lender or the Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Lender or the Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided 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 2.21 2.14(c) 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC the Issuing Bank Lender and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC the Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC the Issuing Bank Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 9.02 to authorize the Administrative Agent to declare the principal amount outstanding Borrowings hereunder to be due and payable pursuant to the provisions of Section 6.019.02, each Lender, each LC Lender and Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Lender or Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower Borrower, against any and all of the obligations of the Borrower now to such Lender or hereafter Issuing Bank (as the case may be) existing under this Agreement or any other Loan Document to and any Promissory Notes held by such Lender, such LC Lender or the Issuing Bank or their respective AffiliatesAgreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Lender, such LC Lender or Issuing Bank or such Affiliate shall have made any demand under this Agreement such Loan Document, such Promissory Notes or any other Loan Document such Issuing Bank Agreement, as the case may be, and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees to notify promptly the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or Issuing Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and Issuing Bank under this Section 11.05 are in addition to other rights and remedies (including other rights of set-off) which such Lender and Issuing Bank may have. Notwithstanding the foregoing, no Lender may exercise any right of set-off pursuant to this Section or under applicable law and apply such set-off to any portion of the Obligations without the prior written consent of the Required Lenders.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to such Borrower and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder by such Borrower due and payable pursuant to the provisions of Section 6.016.1, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be unmatured or contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank Each Lender agrees promptly to notify the applicable Borrower after any such set-off and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that application made by such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) 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 and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and 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 Loan Party and its Subsidiaries) to the fullest extent permitted by Applicable 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 heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party that is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 4.05 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section 8.05 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) Default, without prior notice to any Loan Party, any such notice being expressly waived by the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant each such to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of such Loan Party at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower and the other Loan Parties against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such 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 further application in accordance with the provisions of Section 2.21 2.26(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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and any of their Subsidiaries to such Lender or the Issuing Bank.

Right of Set-off. Upon Upon: (i) the occurrence and during filing of a petition under any of the continuance provisions of any Event of Default and the Bankruptcy Code or amendments thereto, by or against; (ii) the making of an assignment for the request benefit of creditors by; (iii) the application for the appointment, or the granting appointment, of any receiver of, or of any substantial portion of the consent specified by Section 6.01 property of; (iv) the issuance of any execution against any substantial portion of the property of; (v) the issuance of a subpoena or order, in supplementary proceedings, against or with respect to authorize any substantial portion of the Administrative Agent to declare property of; or (vi) the outstanding Borrowings due and payable pursuant to issuance of a warrant of attachment against any substantial portion of the provisions of Section 6.01property of; HubCo or the Borrower, each Lender, Guarantor hereby irrevocably authorizes each LC Issuing Bank and each of their respective Affiliates is hereby authorized Lender at any time and from time to timetime without notice to such Guarantor or any other guarantor, to the fullest extent permitted any such notice being expressly waived by Applicable Laweach Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as such Lender may elect, against any and all on account of the obligations and liabilities of the Borrower now or hereafter existing under this Agreement or any other Loan Document such Guarantor to such LenderLender hereunder or under the Credit Agreement, the Notes, or the other Credit Documents, as such LC Issuing Bank or their respective AffiliatesLender may elect, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower obligations, liabilities and claims may be contingent or unmatured or are owed unmatured. Each Lender agrees to a branch, office or Affiliate notify such Guarantor promptly of any such set-off and the application made by such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office 150 or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (i) 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 occurrence Agent and during the continuance Lenders a right of offset, to secure repayment of all amounts owing to the Agent and the Lenders by the Borrowers under the Loan Documents, upon any Event and all monies, securities, collateral or other property of Default such Borrower and (ii) the making proceeds therefrom, now or hereafter held or received by the Agent, the Lenders or any entity under the control of the request Agent or the granting Lenders and their respective successors and assigns (including, without limitation, branches and agencies of the consent specified by Section 6.01 to authorize Agent, or Lenders wherever located), for the Administrative account of such Borrower, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of such Borrower at any time existing. The Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to timetime upon the occurrence and during the continuance of an Event of Default, without notice to the Borrowers, to the fullest extent permitted by Applicable Lawoffset, to set off appropriate, apply and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by enforce such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account right of the Borrower offset against any and all of items hereinabove referred to against any amounts owing to the obligations of Agent or Lenders by the Borrower now or hereafter existing Borrowers under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether the Agent or not such Lender, such LC Issuing Bank or such Affiliate Lenders shall have made any demand hereunder and regardless of any other collateral securing such amounts. Each Borrower shall be deemed directly indebted to the Agent and each Lender in the full amount of all amounts owing to the Agent and the Lenders by the Borrowers under this Agreement or any Agreement, the Notes and the other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing BanksDocuments, and the Lenders, Agent and (y) Lenders shall be entitled to exercise the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lenderoffset provided for above. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE AGENT OR LENDERS BY THE BORROWERS UNDER THE LOAN DOCUMENTS, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such LenderPRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationSECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH BORROWER.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 7.2 to authorize the Administrative Agent to declare the outstanding Borrowings Loans, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 6.017.2, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw and subject to Section 2.9, to set off offset and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the a Borrower against any and all of the obligations Obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesAgreement, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed unmatured. Each Lender agrees promptly to a branch, office or Affiliate notify such Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such Lender, set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including without limitation other rights of set-off) that such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessLender and its Affiliates may have; 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 2.21 2.11 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank the L/C Issuer or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 2.19 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, the LC Issuing Banks, 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 obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank 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, such LC Issuing Bank the L/C Issuer or their respective Affiliates may have. Each Lender and each LC Issuing Bank the L/C Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, the Collateral Agent, the Administrative Agent and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, the Collateral Agent, the Administrative Agent, or such LC Issuing Bank or any such AffiliateBank, to or for the credit or the account of the Borrower any party to this Agreement against any of and all of the obligations of the Borrower such party now or hereafter existing under this Agreement or any other Loan Document owed to such Lender, the Collateral Agent, the Administrative Agent or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, such LC Issuing Bank the Collateral Agent, the Administrative Agent or such Affiliate Issuing Bank, shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or 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 2.21 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, each LC the Collateral Agent, the Administrative Agent and Issuing Bank and their respective Affiliates under this Section 5.15 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, the Collateral Agent, the Administrative Agent or such LC Issuing Bank or their respective Affiliates may have. Notwithstanding anything to the contrary contained herein, no Secured Party or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Secured Party or any of its Affiliates to or for the credit or the account of any Subsidiary of a Subsidiary Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Texas UCC or (ii) is a Subsidiary of a Person described in clause (i). Each Lender and each LC Issuing Bank Secured Party agrees promptly to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set-off and applicationapplication made by such Secured Party; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.