Common use of Right of Setoff Clause in Contracts

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Loan Party against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or such Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderor application; provided, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationor application under this Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lender, or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationor application under this Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Company and any Borrowing Subsidiary now or hereafter existing under this Agreement any Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement thereunder and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Obligor against any of and all the obligations of the Borrower any Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or such Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Obligor against any of and all the obligations of the Borrower any Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Obligor against any of and all the obligations of the Borrower Obligations now or hereafter existing under this Agreement held by or any other Loan Document to such LenderLender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations of the Borrower or such Obligor may be unmaturedcontingent or unmatured or are owed to an Affiliate of such Lender. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender and Affiliates may have. Each Lender agrees promptly to notify the Borrower promptly after any such setoff and application made by such Lender, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Obligations held by such LenderLender to the extent then due and owing, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmaturedAgreement. Each Lender agrees promptly to notify the Borrower after promptly of its exercise of any such setoff and application made by such Lenderrights under this Section, provided that but the failure to give provide such notice shall not affect the validity of otherwise limit its rights under this Section or result in any liability to such setoff and applicationLender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender Lender, or any Affiliate thereof, to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Company and the applicable Borrowing Subsidiary now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees shall promptly to notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default under Section 10.01(a) or Section 10.01(b) shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any of and all the obligations of the Borrower or any Restricted Subsidiary owed to such Lender now or hereafter existing under this Agreement held by such Lenderor any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Each Such Lender agrees shall promptly to notify the Borrower after any such setoff set off and application made by such Lender, provided that but the failure to give such notice shall will not affect the validity of such setoff set off and application. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderor application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationor application under this Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Company and any Borrowing Subsidiary now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and the Obligations of Borrower shall have been accelerated, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the any Borrower against any of and all the obligations of the each Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Any Lender agrees promptly exercising its right of setoff pursuant to notify this Section 10.8 shall provide prompt written notice to the Borrower after any Administrative Agent of the occurrence of such setoff and application made by such Lendersetoff, provided that the failure to give such notice shall not affect the validity amount of such setoff and applicationany other material details of such setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or such Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each or if the Borrower becomes insolvent, however evidenced, Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to Borrower (any such notice being expressly waived by the fullest extent permitted by lawBorrower), to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such LenderObligations, irrespective of whether or not such Lender shall have made any demand under this Agreement or the Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 7.3 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default under Section 8(a) or (f) shall have occurred and be continuing, each Lender of the Lenders and each of its 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 setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate it to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lenderit, irrespective of whether or not such Lender it shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender and Affiliate agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and application made by such Lender, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender that it may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 10.12 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits of any Borrower (general or special, time or demand, provisional or final) ), at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the a Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Lead Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Borrower, the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against Company and any of and all the obligations of the Borrower Borrowing Subsidiary now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such LenderLender to the extent then due and owing, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmaturedAgreement. Each Lender agrees promptly to notify the Borrower after promptly of its exercise of any such setoff and application made by such Lenderrights under this Section, provided that but the failure to give provide such notice shall not affect the validity of otherwise limit its rights under this Section or result in any liability to such setoff and applicationLender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided, however, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and the Obligations of Borrower shall have been accelerated, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Any Lender agrees promptly exercising its right of setoff pursuant to notify this Section 10.8 shall provide prompt written notice to the Borrower after any Administrative Agent of the occurrence of such setoff and application made by such Lendersetoff, provided that the failure to give such notice shall not affect the validity amount of such setoff and applicationany other material details of such setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Obligor against any of and all the obligations of the Borrower any Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each Lender agrees to promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees shall promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request specified by Section 6.01 to authorize the Agent to declare the Loans due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such LenderAgreement, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff set off and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which that such Lender and its Affiliates may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the any Borrower or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Company and the applicable Borrowing Subsidiary now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or a Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Company against any of and all the obligations of the Borrower Company now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Any Lender exercising any of its rights pursuant to this Section shall provide notice of the same to the Company promptly after exercising the same; provided, however, the failure to give such notice shall not effect the validity of such setoff.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by and other Loan Documents due and payable to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such deposits or other obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff set off and application made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such setoff and applicationapplication made pursuant to the terms hereof. The rights of each Lender and each Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender and such Affiliate may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever Currency) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be contingent or unmatured. Each Lender agrees promptly , or are owed to notify the Borrower after any such setoff and application made by such Lendera branch, provided that the failure to give such notice shall not affect the validity office or Affiliate of such setoff and applicationLender different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees to use reasonable efforts to promptly notify Borrower and Administrative Agent after any such set-off and application, provided that failure to give (or delay in giving) any such notice shall not affect the validity of such set-off and application or impose any liability on such Lender.

Right of Setoff. If an Subject to Section 3.03, upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its 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) at any time held and other obligations indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such LenderAgreement, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application is made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.Section

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Obligor against any of and all the obligations of the Borrower any Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates 118 113 is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the either Borrower against any of and all the obligations of the Borrower Borrowers now or hereafter existing under this Agreement and the Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Borrowers after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may havehave under applicable law and shall be subject to Section 2.17.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or such Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower each Credit Party now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 13.12 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement hereunder and held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement hereunder and although such obligations may be unmatured. Each ; provided that such Lender agrees promptly shall endeavor to notify give to the Borrower after notice of any such setoff and application made set off contemporaneously therewith, but no liability or defense shall accrue by such Lender, provided that the reason of its failure to give such notice shall not affect the validity of such setoff and applicationdo so. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and the Obligations of Borrower shall have been accelerated, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Any Lender agrees promptly exercising its right of setoff pursuant to notify this Section 10.8 shall provide prompt written notice to the Borrower after any Administrative Agent of the occurrence of such setoff and application made by such Lendersetoff, provided that the failure to give such notice shall not affect the validity amount of such setoff and applicationany other material details of such setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the any Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its 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) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or by such Affiliate to or for the credit or the account of the Borrower Company against any of and all the obligations then due of the Borrower Company now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly of the Company are owed to notify the Borrower after any such setoff and application made by such Lendera branch, provided that the failure to give such notice shall not affect the validity office or Affiliate of such setoff and applicationLender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and each Affiliate of any Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender or Affiliate may have. Each Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or Overnite against any of and all the obligations of the Borrower or Overnite now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower or Overnite, as the case may be, after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the applicable Borrower against any of and all the obligations of the such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each ; provided that such Lender agrees promptly to shall notify the Borrower after any such Administrative Agent that it intends to exercise its right of setoff pursuant to this Section 9.09 and application made by such Lender, provided shall provide the Administrative Agent with other information that the failure to give such notice shall not affect the validity of such setoff and applicationit reasonably requests relating thereto. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Any Lender of Affiliate of such Lender exercising any of its rights pursuant to this Section shall provide notice of the same to the Borrower promptly after exercising the same; provided, however, the failure to give such notice shall not effect the validity of such setoff.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Parent, any Borrower or any Subsidiary Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after Parent or any such setoff and application made by such LenderSubsidiary Guarantor promptly of its exercise of any rights under this Section, provided that but the failure to give provide such notice shall not affect the validity of otherwise limit its rights under this Section or result in any liability to such setoff and applicationLender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any of the Borrower Borrowers against any of and all the obligations of the Borrower such Person now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly ; provided that no such setoff shall be allowed to notify or for the credit or the account of the Borrower after if such deposit or other obligation is with respect to or otherwise attributable to any such setoff and application made by such Lender, provided Subsidiary Borrower that the failure to give such notice shall not affect the validity of such setoff and applicationis a Foreign Subsidiary. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or such Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the ABL Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other obligations (in whatever currency) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations Obligations of the such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender and its Affiliates 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 Setoff. If an Event of Default shall have occurred and be continuing, each the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by 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 the Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Obligor against any of and all the obligations of the Borrower Obligations now or hereafter existing under this Agreement held by such Lenderor any other Loan Document to the Lender or its Affiliates, irrespective of whether or not such the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations of the Borrower or such Obligor may be unmaturedcontingent or unmatured or are owed to an Affiliate of the Lender. Each The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender and Affiliates may have. The Lender agrees promptly to notify the Borrower promptly after any such setoff and application made by such Lender, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each ; provided that such Lender agrees promptly to shall notify the Borrower after any such Administrative Agent that it intends to exercise its right of setoff pursuant to this Section 9.09 and application made by such Lender, provided shall provide the Administrative Agent with other information that the failure to give such notice shall not affect the validity of such setoff and applicationit reasonably requests relating thereto. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) ), other than Excluded Accounts, at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Loan Party against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding payroll and related trust fund accounts) at any time held and other obligations indebtedness at any time owing by such Lender (or Affiliate its Affiliates) to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Subject to Section 1.1(g), upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Obligations now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Agent and Borrower after any such setoff and application made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to the other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank and each of its their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender Lender, Issuing Bank or Affiliate to or for the credit or the account of the Borrower any Guarantor against any of and all the obligations of the Borrower such Guarantor, now or hereafter existing under this Agreement held by such LenderLender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender Lender, Issuing Bank or Affiliate may have. Each Lender and Issuing Bank shall notify the Borrower and the Administrative Agent promptly after any such set off and application; provided that the failure to give notice shall not affect the validity of such set off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees shall promptly to notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Subject to SECTION 1.1 (f), upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Obligations now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Agent and Borrower after any such setoff and application made by such Lender; PROVIDED, provided HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to the other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing (although such obligations may be unmatured) by such Lender or Issuing Bank or Affiliate to or for the credit or the account of the either Borrower against any of and all the obligations then due of the either Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether Agreement. The applicable Lender or not such Lender Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any Borrowers and the Administrative Agent of such setoff and application made by such Lenderapplication, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationapplication under this Section. The rights of each Lender Lender, each Issuing Bank and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender Lender, Issuing Bank and Affiliates may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify shall give Borrower notice of the Borrower amount of any set-off under this Section within a reasonable period of time after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and applicationexercise thereof. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now how or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderor application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationor application under this Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any accounts designated as collateral accounts securing other Debt) at any time held and other obligations indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section 8.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which that such Lender and its Affiliates may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower each Credit Party now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower Company after any such setoff and application made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 11.12 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) which such Lender may have.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each Affiliate of its Affiliates a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate its Affiliates to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Obligations now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although even though such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 10.09 are in addition to the other rights and remedies (including other rights of setoff) which that such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other obligations (in whatever currency) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Credit Agreement Party against any of and all the obligations Obligations of the Borrower any Credit Agreement Party now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender and its Affiliates agrees to notify the Borrower Agent 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 Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits of any Borrower (general or special, time or demand, provisional or final) ), at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender Lender, Issuing Bank or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower Borrower, now or hereafter existing under this Agreement held by such LenderLender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender Lender, Issuing Bank or Affiliate may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such set off and application; provided that the failure to give notice shall not affect the validity of such set off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is the Lenders are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate the Lenders to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Obligations held by such Lenderthe Lenders, irrespective of whether or not such Lender the Lenders shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender the Lenders under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender the Lenders may have.

Right of Setoff. If an Amortization Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebted ness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such LenderLender and at the time due and payable, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations (it being understood that, as long as an Event of Default is continuing, deposits or other amounts may be unmatured. Each held by a Lender agrees promptly to notify for a period of not more than three Business Days in anticipation of the maturity of any obligations of the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder). The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations indebtedness at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lenderor the Revolving Note, then due and owing irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmaturedor the Revolving Note. Each Lender agrees promptly to notify the Borrower promptly after any such setoff and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such that Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lender, provided or application; PROVIDED that the any failure to give or delay in giving such notice shall not affect the validity of any such setoff and applicationor application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff or such application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in any currency) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be contingent or unmatured. Each Lender agrees promptly , or are owed to notify the Borrower after any such setoff and application made by such Lendera branch, provided that the failure to give such notice shall not affect the validity office or Affiliate of such setoff and applicationLender different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Administrative Agent of any such setoff and application made by such Lender.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower Borrowers or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each No Lender agrees promptly to shall exercise any such right of setoff without the prior consent of the Administrative Agent or the Required Lenders. The applicable Lender shall notify the Borrower after any Representative and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Notice of any setoff shall be provided promptly to the Borrower but the failure to do so shall not affect the validity thereof.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, upon any amount becoming due and payable by the Borrower hereunder (whether at stated maturity, by acceleration, or otherwise) to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmaturedAgreement. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) ), other than Excluded Accounts, at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower any Loan Party against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or such Loan Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing (although such obligations may be unmatured) by such Lender or Issuing Bank or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations then due of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether Agreement. The applicable Lender or not such Lender Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderapplication, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationapplication under this Section. The rights of each Lender Lender, each Issuing Bank and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which that such Lender Lender, Issuing Bank and Affiliates may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits held in a fiduciary capacity for a third party) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each ; provided that any Lender agrees promptly or Affiliate thereof exercising rights under this Section shall use commercially reasonable efforts to notify the Borrower promptly after any exercising such setoff and application made by such Lenderrights; provided, provided further that the failure to give such notice shall not affect such exercise of rights or any other rights of the validity of such setoff Lenders and applicationtheir Affiliates under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees exercising its rights of setoff hereunder shall promptly to notify the Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. exercise The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Guarantor against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any Borrower, the Administrative Agent of such setoff and application made by such Lender, set-off or application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by 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 at any time owing by such Lender or Affiliate any such Affiliate, to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and application made by such Lender, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each any Lender and each any Affiliate of its Affiliates any Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate of a Lender to or for the credit or the account of the Borrower any Loan Party against any of and all the obligations of the Borrower now or hereafter existing under this Agreement Obligations held by such Lender or Affiliate of a Lender, irrespective of whether or not such Lender or Affiliate of a Lender shall have made any demand under this Agreement the Loan Documents and although such obligations may be unmatured. Each The applicable Lender agrees promptly to or Affiliate of a Lender shall notify the Borrower after and the Agent of such set-off or application; provided, that any such setoff and application made by such Lender, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section. The rights of each Lender or Affiliate of a Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or Affiliate of a Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Grantor against any of and all the obligations of the Borrower such Grantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement hereunder and although such obligations may be unmaturedunmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligation. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section 8.15. The rights of each Lender under this Section 8.15 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each The applicable Lender agrees promptly to shall notify the Borrower after any and the Administrative Agent of such setoff and application made by such Lender, or application; provided that the any failure to give or delay in giving such notice shall not affect the validity of any such setoff and applicationor application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.