Common use of Set-Off Clause in Contracts

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantL/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender L/C Issuer 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; and.

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event In addition to any rights and remedies of Default the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have occurred and be continuingthe right, each Lenderwithout prior notice to the Borrower, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound notice being expressly waived by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, Borrower to the fullest extent permitted by applicable Lawlaw, upon the occurrence and during the continuance of any Event of Default, to set off setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or any such Affiliate Affiliate, branch or participant agency thereof to or for the credit or the account of the Borrower, or any Loan Party part thereof in such amounts as such Lender may elect, against any and all on account of the Obligations obligations and liabilities of the Borrower to such Lender hereunder and claims of every nature and description of such Loan Party now Lender against the Borrower, in any currency, whether arising hereunder, under the Notes or hereafter existing under this Agreement any documents contemplated by or any other Loan Document referred to herein or therein, as such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have Lender has made any demand under this Agreement or any other Loan Document and although for payment. The aforesaid right of set-off may be exercised by such Obligations of Lender against the Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or any such Loan Party may be contingent trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or unmatured execution, judgment or are owed to a branch or office attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or prior to the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights occurrence of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights any Event of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may haveDefault. Each Lender and the Issuing Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations of such Loan Party the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations obligations of such Loan Party the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their its respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their its respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Xxxxxx 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; and

Set-Off. (a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing LenderBank, the Swingline Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations obligations of such Loan Party the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing LenderBank, Affiliate the Swingline Lender or participantany such Affiliate, irrespective of whether or not such Lender, the Issuing LenderBank, the Swingline Lender or any such Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Bank, the Swingline Lender or the Issuing Lender any such Affiliate different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Bank, the Swingline Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates and participants may have. Each Lender Lender, the Issuing Bank and the Issuing Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender, the Issuing Lender or any such Affiliate or participant Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate Lender or participanttheir respective Affiliates, irrespective of whether or not such Lender, Issuing Lender, Lender or Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender or the Issuing Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such Indebtednessindebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, the Administrative Agent, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable LawLegal Requirement, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Credit Party against any and all of the Obligations obligations of such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to the Administrative Agent, such Lender, Lender or the Issuing Lender, Affiliate or participant, irrespective of whether or not the Administrative Agent, such Lender, Lender or the Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrower or such Loan any Credit Party may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, such Lender or the such Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender Party and their respective its Affiliates and participants under this Section 7.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Party 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; and.

Set-Off. If Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set- off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantL/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender L/C Issuer 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; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party Borrower against any and all of the Obligations of such Loan Party Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, Lender and each of their its respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender, the Issuing Lender or any such Affiliate or participant Affiliate, to or for the credit or the account of the Borrowers or any Loan other Credit Party against any and all of the Obligations obligations of the Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender, the Issuing Lender, Affiliate Lender or participantits respective Affiliates, irrespective of whether or not such Lender, Issuing Lender, Lender or Affiliate or participant shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender or the Issuing Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such Indebtednessindebtedness; provided, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their its respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their its respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application; provided that provided, the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event In addition to any rights and remedies of Default Buyer hereunder and by law, Buyer shall have occurred and be continuingthe right, without prior notice to any Seller Party, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, Seller Party to the fullest extent permitted by applicable Law, law to set off and appropriate and apply against any Obligation from any Seller Party or any Affiliate thereof to Buyer or any of its Affiliates any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or due from Buyer or any such Affiliate or participant thereof to or for the credit or the account of any Loan Seller Party against or any Affiliate thereof. Buyer may set-off cash, the proceeds of the liquidation of any Repurchase Assets and all other sums or obligations owed by Buyer or its Affiliates to a Seller Party or its Affiliates against all of the Obligations of such Loan Party now Seller Party’s or hereafter existing its Affiliate’s obligations to Buyer or its Affiliates, whether under this Agreement or under any other Loan Document to such Lenderagreement between the parties or between a Seller Party or its Affiliate and Buyer and any Affiliate of Buyer, the Issuing Lenderor otherwise, Affiliate or participant, irrespective of whether or not such Lenderobligations are then due, Issuing Lender, Affiliate without prejudice to Buyer’s or participant shall have made its Affiliate’s right to recover any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessdeficiency. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Buyer agrees promptly to notify the Borrower and the Administrative Agent promptly Seller Parties after any such setoff set-off and applicationapplication made by Buyer; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default or Default has occurred.

Set-Off. If (a) Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or other Guarantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 4.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, Each Grantor hereby irrevocably authorizes each Lender, the Issuing Lender, Agent and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time after the Loans and from time other amounts payable under the Credit Agreement shall have become due and payable pursuant to timeArticle VIII of the Credit Agreement, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Agent or such Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as such Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to such Agent or hereafter existing such Lender hereunder and claims of every nature and description of such Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as such LenderAgent or such Lender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. Each Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by such Agent or are owed to a branch or office of such Lender or of the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lenderproceeds thereof, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of each Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Agent or such Lender may have.

Set-Off. If Each Grantor hereby irrevocably authorizes each of the Agents and Lenders at any time and from time to time pursuant to subsection 10.7(b) of the applicable Credit Agreement whenever an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Agent or Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as such Agent or Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to such Agent or hereafter existing Lender hereunder and claims of every nature and description of such Agent or Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreements, any other Loan Credit Document to or otherwise, as such LenderAgent or Lender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate any Agent or participant shall have Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may haveunmatured. Each Lender of the Agents and Lenders shall notify such Grantor promptly of any such set-off and the Issuing application made by such Agent or Lender agrees to notify of the Borrower and the Administrative Agent promptly after any such setoff and application; proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of each Agent and Lender under this subsection 7.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Agent or Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the each Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the such Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the each Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender or their respective Affiliates and participants may have. Each Lender and the each Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 3.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 8.2 [Consequences of Event of Default] are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent (which consent shall only be withheld for the purpose of preventing any triggering of any applicable “single action” laws), to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantL/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender L/C Issuer 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; and

Set-Off. If The Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, each Lenderwithout notice to the Guarantor, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound notice being expressly waived by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of the Guarantor to the Administrative Agent or such Loan Party now Lender hereunder and claims of every nature and description of the Administrative Agent or hereafter existing such Lender against the Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Fundamental Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify the Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 5.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] 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, but not including funds held in custodian or trust accounts) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2 [Consequences of Event of Default] are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred occur and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any Lender to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at and any time branch, Subsidiary or Affiliate of such Lender or participant anywhere in the world shall have the right, in addition to all other rights and from time remedies available to timeit, without notice to such Loan Party, to the fullest extent permitted by applicable Law, to set set-off against and apply any to the then unpaid balance of all the Loans and all deposits other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Lender or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional or final, in whatever currencyotherwise) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement maintained by the Borrower or any such other Loan Document to Party for its own account (but not including funds held in custodian or trust accounts or funds not otherwise beneficially owned by the Borrower or such Lenderother Loan Party) with such Lender or participant or such branch, the Issuing Lender, Affiliate Subsidiary or participant, irrespective of Affiliate. Such right shall exist whether or not such Lender, Issuing Lender, Affiliate any Lender or participant the Administrative Agent shall have made any demand under this Agreement or any other Loan Document and although Document, whether or not such Obligations debt owing to or funds held for the account of the Borrower or such other Loan Party may be contingent is or are matured or unmatured and regardless of the existence or are owed adequacy of any Collateral, Guaranty or any other security, right or remedy available to a branch or office of such any Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationAgent; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are (i) subject to the provisions of Section 2.1.3 [Certain Limitations] and Section 5.1.2 [Bifurcation] and (ii) in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, with the prior written consent of the Administrative Agent or the Required Lenders, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant Participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant Participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participantParticipant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant Participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such other Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. Notwithstanding the foregoing, any amounts of the Canadian Borrower so offset shall be applied solely to the Canadian Liabilities. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants Participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants Participants may havehave under any Loan Document in respect of any obligation or liability arising in connection with this Agreement or any other Loan Document. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowing 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; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 6.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Xxxxxx agrees to notify the Borrower Borrowing 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; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Administrative Agent, each Lender, the each Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Administrative Agent, such Lender, the such Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the applicable Borrower against any and all of the Obligations obligations of such Loan Party Borrower now or hereafter existing under this Agreement or any other Loan Credit Document to such LenderAdministrative Agent, the such Lender or such Issuing Lender, Affiliate or participant, irrespective of whether or not such LenderAdministrative Agent, such Lender or such Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Administrative Agent, such Lender or the such Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Administrative Agent, each Lender, the each Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender, the such Issuing Lender or their respective Affiliates and participants may have. Each Lender and the each Issuing Lender agrees to notify the Applicable Borrower and the Applicable 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; and.

Set-Off. If an Event of Default shall have occurred and be continuingcontinuing beyond any applicable grace or cure period, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owning to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 [Set-off] are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 5.5 [Sharing of Payments by Lenders] ], after obtaining the prior written consent of the Administrative Agent, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; provided Lender of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owning to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable LawGrantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 6.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowing 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; and

Set-Off. If an Event In addition to any rights and remedies of Default Buyer provided by this Agreement and by law, Buyer shall have occurred and be continuingthe right, each Lenderwithout prior notice to Seller or any of Seller’s Subsidiaries or Affiliates, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound notice being expressly waived by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, Seller to the fullest extent permitted by applicable Lawlaw, upon any amount becoming due and payable by Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender Buyer or any such Affiliate or participant thereof to or for the credit or the account of Seller or any Loan Party of Seller’s Subsidiaries or Affiliates (other than pursuant to the Bxxxxx’x Gate Facility or the Chesapeake Facility). Buyer may set-off cash, the proceeds of the liquidation of any Purchased Items and all other sums or obligations owed by Buyer or its Affiliates to Seller or any of Seller’s Subsidiaries or Affiliates (other than pursuant to the Bxxxxx’x Gate Facility or the Chesapeake Facility) against any and all of the Obligations Seller’s and any of such Loan Party now Seller’s Subsidiary’s or hereafter existing Affiliate’s obligations to Buyer or any of its Affiliates, whether under this Agreement or under any other Loan Document to such Lenderagreement between the parties or between Seller or any of its Subsidiaries or Affiliates and Buyer or any Affiliate of Buyer (other than the Bxxxxx’x Gate Facility and the Chesapeake Facility), the Issuing Lenderor otherwise, Affiliate or participant, irrespective of whether or not such Lenderobligations are then due, Issuing Lender, Affiliate without prejudice to Buyer’s or participant shall have made its Affiliate’s right to recover any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessdeficiency. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Buyer agrees promptly to notify the Borrower and the Administrative Agent promptly Seller after any such setoff set-off and applicationapplication made by Buyer; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and.

Set-Off. If Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 3.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the applicable Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the applicable Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations of such Loan Party the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the applicable Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, applicable Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the applicable Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the applicable Issuing Lender and their respective Affiliates and participants under this Section 8.2.3 [Set-Off] are in addition to other rights and remedies (including other rights of setoff) that such Lender, the applicable Issuing Lender or their respective Affiliates and participants may have. Each Lender and the applicable Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event In addition to any rights and remedies of Default the Lender provided by this Agreement and by law, the Lender shall have occurred and be continuingthe right, each Lenderwithout prior notice to Borrower, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound notice being expressly waived by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, Borrower to the fullest extent permitted by applicable Lawlaw, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or any such Affiliate or participant thereof to or for the credit or the account of Borrower. Lender may set-off cash, the proceeds of the liquidation of any Loan Party against any Collateral and all other sums or obligations owed by the Lender or its Affiliates to Borrower against all of Borrower’s or any Repurchase Party's obligations to the Lender or its Affiliates under this Loan Agreement with respect to Borrower or the Repo Agreement with respect to such Repurchase Party or under any other agreement between the parties or between Borrower or any Repurchase Party and any affiliate of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of otherwise whether or not such obligations are then due, without prejudice to the Lender, Issuing Lender, Affiliate ’s or participant shall have made its Affiliate’s right to recover any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessdeficiency. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees promptly to notify the Borrower and the Administrative Agent promptly each Repurchase Party after any such setoff set-off and applicationapplication made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and.

Set-Off. If an Event of Default shall have occurred and be continuingcontinuing beyond any applicable grace or cure period, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or any such Affiliate or participant to or for the credit or the account of the Borrowers or any Loan other Credit Party against any and all of the Obligations obligations of the Borrowers or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate the Canadian Dollar Lender or participantthe Swingline Lender, irrespective of whether or not such Lender, the Issuing Lender, Affiliate the Canadian Dollar Lender or participant the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower Borrowers or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Lender, the Canadian Dollar Lender or the Issuing Swingline Lender different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or their respective Affiliates and participants may have. Each Lender, the Issuing Lender, the Canadian Dollar Lender and the Issuing Swingline Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing 3.03, after obtaining the prior written consent of Payments by Lenders] the Administrative Agent, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Borrower Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Transaction Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Transaction Document and although such Borrower Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.06 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their its respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate Lender or participantAffiliate, irrespective of whether or not such Lender, Issuing Lender, Lender or Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. The rights set forth in this Section 9.2.3 shall only be effective during the existence of an Event of Default and shall not be deemed to create a current charge or security interest. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Xxxxxx 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; and

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 7.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and applicationLender of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If (a) Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or other Guarantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Administrative Agent, the Swing Line Lender, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Administrative Agent, the Swing Line Lender, such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Borrower or any other Credit Party against any and all of the Obligations obligations of any Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Administrative Agent, the Swing Line Lender, such Lender, the Issuing Lender, Affiliate Lender or participantsuch Affiliate, irrespective of whether or not such Administrative Agent, the Swing Line Lender, Issuing such Lender, the Issuing Lender or such Affiliate or participant shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender Administrative Agent, the Swing Line Lender, such Lender, such Affiliate or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Administrative Agent, the Swing Line Lender, each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 7.4 are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, the Swing Line Lender, such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each The Swing Line Lender, each Lender and the Issuing Lender agrees to notify the US Borrower and the US 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; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, subject to the terms of the Intercreditor Agreement, 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, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If The Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, each Lenderwithout notice to the Guarantor, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound notice being expressly waived by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGuarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of the Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Guarantor, in any currency, whether arising hereunder, under the Interim Term Loan Party now or hereafter existing under this Agreement or Agreement, any other Loan Fundamental Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify the Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 5.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of a Default shall have occurred and be continuing, each Lender, the each Issuing LenderBank, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender Bank or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrowers against any and all of the Obligations obligations of such Loan Party the Borrowers now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender, the Lender or such Issuing Lender, Affiliate or participantBank, irrespective of whether or not such Lender, Lender or such Issuing Lender, Affiliate or participant Bank shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrower or such Loan Party Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender Bank different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the each Issuing Lender Bank and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender Bank or their respective Affiliates and participants may have. Each Lender of the Lenders and the Issuing Lender Banks agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate or participant to or for the credit or the account of the Borrower or any Loan other Credit Party against any and all of the Obligations obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender or the Swingline Lender, Affiliate or participant, irrespective of whether or not such Lender, the Issuing Lender, Affiliate Lender or participant the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Lender or the Issuing Swingline Lender different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender, the Swingline Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Swingline Lender or their respective Affiliates and participants may have. Each Lender, the Issuing Lender and the Issuing Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. The Borrower grants to Lender, as security for all of Borrower’s Obligations, a direct and continuing lien and security interest in and upon all deposits, balances and other sums credited by or due from Lender to the Borrower. If an any payment is not made when due under any of the Loan Documents, after giving regard to applicable grace periods, if any, specified therein, or if any Event of Default shall have occurred or other event which would entitle the Lender to accelerate the Loan occurs, any such deposits, balances or other sums credited by or due from the Lender to the Borrower (excluding deposits which the Borrower is holding in trust or escrow for the sole benefit of third parties and be continuing, each Lender, which the Issuing Lender, and each of their respective Affiliates and any participant of such Borrower has previously designated to the Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, as being so held) may 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) law at any time held or from time to time, without notice or compliance with any other condition precedent now or hereafter imposed by statute, rule of law or otherwise all of which are hereby waived, be set off, appropriated and other obligations (in whatever currency) at any time owing applied by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Borrower’s Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant demand shall have been made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent unmatured, in such manner as Lender in its sole and absolute discretion may determine. Within five (5) business days of making any such set off, appropriation or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lenderapplication, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and Borrower, as the Administrative Agent promptly after any such setoff and application; case may be, thereof, provided that the failure to give such notice shall not affect the validity of such setoff set off or appropriation or application. The rights of the Lender under this Section are in addition to, and application; andnot in limitation of, other rights and remedies, including other rights of set off, which the Lender may have.

Set-Off. If an In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender, Lender and the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] L/C Issuer is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party), after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by by, such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant their respective Affiliates to or for the credit or the account of any the respective Loan Party Parties against any and all Obligations of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document Borrower and its Subsidiaries owing to such Lender, the Issuing LenderL/C Issuer or their respective Affiliates hereunder or under any other Loan Document, Affiliate now or participanthereafter existing, irrespective of whether or not the Administrative Agent, such Lender, Issuing Lender, Affiliate the L/C Issuer or participant any of their respective Affiliates shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants the L/C Issuer under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants the L/C Issuer may have. Each Lender and the Issuing Lender L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, Each Guarantor hereby irrevocably authorizes the Issuing Lender, Administrative Agent and each of their respective Affiliates and any participant of such other Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized Party at any time and from time to timetime upon the occurrence and during the continuation of an Event of Default and in accordance with Section 9.06 of the Credit Agreement, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust accounts), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case, whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing other Lender or any such Affiliate or participant Party to or for the credit or the account of such Guarantor, or any Loan part thereof in such amounts as the Administrative Agent or such other Lender Party may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such other Lender Party hereunder and claims of every nature and description of the Administrative Agent or such other Lender Party against such Guarantor, in any and all of currency, whether arising hereunder, under the Obligations of such Loan Party now or hereafter existing under this Agreement or Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lenderother Lender Party may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any other Lender Party has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each other Lender Party shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and applicationother Lender Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each other Lender Party under this Section 4.12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such other Lender Party may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, Each Guarantor hereby irrevocably authorizes the Issuing Lender, Administrative Agent and each of their respective Affiliates and any participant of such other Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized Party at any time and from time to timetime upon the occurrence and during the continuation of an Event of Default and in accordance with Section 9.06 of the Credit Agreement, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to the fullest extent permitted by applicable Law, to set set- off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust accounts), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case, whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing other Lender or any such Affiliate or participant Party to or for the credit or the account of such Guarantor, or any Loan part thereof in such amounts as the Administrative Agent or such other Lender Party may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such other Lender Party hereunder and claims of every nature and description of the Administrative Agent or such other Lender Party against such Guarantor, in any and all of currency, whether arising hereunder, under the Obligations of such Loan Party now or hereafter existing under this Agreement or Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such Lenderother Lender Party may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any other Lender Party has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each other Lender Party shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and applicationother Lender Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each other Lender Party under this Section 4.12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such other Lender Party may have.

Set-Off. If Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off as appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender (or any branch or agency thereof) against such Grantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document to Document, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured, provided that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amount received from or are owed set-off with respect to, any Grantor shall be applied to a branch or office any Excluded Swap Obligation of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such IndebtednessGrantor. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have. 8.7

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, Each Guarantor hereby irrevocably authorizes the Issuing Lender, Administrative Agent and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timetime pursuant to Section 13.3 of the Credit Agreement, without prior notice to such Guarantor or any other Guarantor, any such prior notice being expressly waived by each Guarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Guarantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and applicationLender of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 4.6 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the each Issuing LenderBank, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender Bank or any such Affiliate or participant to or for the credit or the account of the Company or any Loan Party other Borrower against any and all of the Obligations obligations of the Company or such Loan Party Borrower now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender, the Lender or such Issuing Lender, Affiliate or participantBank, irrespective of whether or not such Lender, Lender or such Issuing Lender, Affiliate or participant Bank shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrower Company or such Loan Party Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender Bank different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the each Issuing Lender Bank and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender Bank or their respective Affiliates and participants may have. Each Lender of the Lenders and the Issuing Lender Banks agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 [Set-off] are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andand 9.2.4.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Xxxxxx agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andand 9.2.4

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the each Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the such Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the each Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender or their respective Affiliates and participants may have. Each Lender and the each Issuing Lender agrees to notify the Borrower Borrowing 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; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations obligations of such Loan Party the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantL/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender L/C Issuer 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; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any Loan other Credit Party against any and all of the Obligations obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender, Lender or the Issuing Lender, Affiliate or participantL/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the L/C Issuer shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender L/C Issuer 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; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees Lexxxx xgrees 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; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants 104 may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If Each Grantor hereby irrevocably authorizes the ------- Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or are owed such Lender of the proceeds thereof, provided that the failure to a branch or office give -------- such notice shall not affect the validity of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessset-off and application. The rights of the Administrative Agent and each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 8.6 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and which the Administrative Agent promptly after any or such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andLender may have.

Set-Off. If The Parent Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, each Lenderwithout notice to the Parent Guarantor, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound notice being expressly waived by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeParent Guarantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Parent Guarantor, or any Loan Party part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all on account of the Obligations obligations and liabilities of the Parent Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Parent Guarantor, in any currency, whether arising hereunder, under the Bridge Loan Party now or hereafter existing under this Agreement or Agreement, any other Loan Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured unmatured. The Administrative Agent and each Lender shall notify the Parent Guarantor promptly of any such set-off and the application made by the Administrative Agent or are owed such Lender of the proceeds thereof, provided that the failure to a branch or office give such notice -------- shall not affect the validity of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessset-off and application. The rights of the Administrative Agent and each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and which the Administrative Agent promptly after any or such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andLender.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] 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, but not including funds held in custodian or trust accounts) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under 91 this Section 9.2 [Consequences of Event of Default] are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an In addition to any rights and remedies of the Lenders and L/C Issuer provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, without prior notice to the Borrowers, any other Loan Party, any such notice being waived by the Borrowers (on their own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) at any time owing by by, such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any the respective Loan Party Parties against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document owing to such Lender, the Issuing LenderL/C Issuer or such Affiliate hereunder or under any other Loan Document, Affiliate now or participanthereafter existing, irrespective of whether or not the Administrative Agent or such Lender, Issuing Lender, L/C Issuer or Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender and the L/C Issuer agrees promptly to a branch or office notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessset-off and application. The rights of each Lender, the Issuing Lender and L/C Issuer in their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that of such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants Affiliate may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon the occurrence of any Event of Default shall have occurred and be continuingDefault, each Lender, the Issuing Lender, Lender and each of their respective its Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized by the Borrower at any time and or from time to time, time subject to the fullest consent of the Administrative Agent, without notice to the Borrower or to any other Person (other than the Administrative Agent) except to the extent permitted required by applicable Law, any such notice being hereby expressly waived to the maximum extent under applicable Law, and subject to any requirements or limitations imposed by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, but not including trust accounts (in whatever currency)) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower (in whatever currency) against any and all on account of the Obligations obligations and liabilities of the Borrower to such Loan Party now Lender arising hereunder or hereafter existing under this Agreement the other Credit Documents, including all claims of any nature or description arising out of or connected hereto or with any other Loan Document to such Lender, the Issuing Lender, Affiliate or participantCredit Document, irrespective of whether or not (a) such Lender, Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement hereunder, (b) the principal of or the interest on the Loans or any other Loan Document amounts due hereunder shall have become due and payable and although such Obligations obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are (c) such obligation or liability is owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on obligation or such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If Each Grantor hereby irrevocably authorizes each Lender at any time and from time to time with the prior written consent of the Administrative Agent (which consent shall not be required in connection with customary set-offs in connection with Cash Management Obligations and Specified Hedge Agreements), while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to timeGrantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) (excluding payroll, tax withholding and trust account maintained in the ordinary course of business) in any currency, and any other credits, indebtedness or claims, in whatever any currency) , in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as such Lender may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now or hereafter existing Grantor to such Lender hereunder and claims of every nature and description of such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document to or otherwise, as such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed , in each case, to a branch or office the extent the US Borrower would be required to do so pursuant to Section 9.8 of the Credit Agreement. Each Lender shall notify such Grantor promptly of any such set-off and the application made by such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessset-off and application. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that which such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. (a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing LenderBank, the Swingline Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations obligations of such Loan Party the Borrower now or hereafter existing under 42 LEGAL02/33546501v8 this Agreement or any other Loan Document to such Lender, the Issuing LenderBank, Affiliate the Swingline Lender or participantany such Affiliate, irrespective of whether or not such Lender, the Issuing LenderBank, the Swingline Lender or any such Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Bank, the Swingline Lender or the Issuing Lender any such Affiliate different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Bank, the Swingline Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates and participants may have. Each Lender Lender, the Issuing Bank and the Issuing Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 4.3 [Sharing of Payments by LendersPayments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of a Default shall have occurred and be continuing, each Lender, the Issuing Lender, LC Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw and regardless of the adequacy of any Collateral or other means of obtaining repayment of the Obligations, 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, the Issuing Lender LC Issuer or any such Affiliate or participant to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the Obligations obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantLC Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender LC Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender LC Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender LC Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender LC Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, each L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or 120 demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender such L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate Lender or participantsuch L/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender such L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender each L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender such L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender each L/C Issuer 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; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantL/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, the Issuing Lender L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender L/C Issuer 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; and.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, Credit-Linked L/C Issuer and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender Credit-Linked L/C Issuer or any such Affiliate or participant to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or the Issuing Lender, Affiliate or participantCredit-Linked L/C Issuer, irrespective of whether or not such Lender, Issuing Lender, Affiliate Lender or participant the Credit-Linked L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender Credit-Linked L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender Credit-Linked L/C Issuer and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender Credit-Linked L/C Issuer or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Credit-Linked L/C Issuer 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; andapplication 133

Set-Off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized by each Credit Party at any time and or from time to time, time subject to the fullest extent permitted by applicable Lawconsent of Administrative Agent, without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final, in whatever currencybut not including trust accounts) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan such Credit Party against any and all on account of the Obligations obligations and liabilities of such Loan Credit Party now to such Lender hereunder, the Letters of Credit and participations therein and the other Credit Documents, including all claims of any nature or hereafter existing under this Agreement description arising out of or connected herewith, the Letters of Credit and participations therein or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participantCredit Document, irrespective of whether or not (a) such Lender, Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Section 2 and although such Obligations said obligations and liabilities, or any of the Borrower or such Loan Party them, may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may haveunmatured. Each Lender and the Issuing Lender agrees promptly to notify the Borrower CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. Each Credit Party hereby further grants to Administrative Agent and each Lender a security interest in all deposits and accounts (other than trust accounts) maintained with Administrative Agent or such Lender as security for the Obligations.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 9.2.3 [Set-off] are in addition to other {N0221554 } - 89 - rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the each Issuing Lender, and each of their respective Affiliates and any participant of such any Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender or any such Affiliate or such participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the such Issuing Lender, their respective Affiliate or such participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender or the such Issuing Lender different from the branch or office or Affiliate holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 5.13 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender, the each Issuing Lender and their respective Affiliates and participants under this Section 9.2 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, the such Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] 4.3 is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 5.03 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender Xxxxxx 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; and.

Set-Off. If In addition to any rights and remedies of the Lenders, the Swing Line Lenders and the Issuing Lenders provided by law, if an Event of Default shall have occurred and be continuingexists, each Lender, the Issuing Lender, each Swing Line Lender and each of their respective Affiliates and any participant of such Issuing Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, without prior notice to the Borrower Parties, any such notice being waived by the Borrower Parties to the fullest extent permitted by applicable Lawlaw, to set off and apply in favor of the Lenders, Swing Line Lenders, Issuing Lenders and Agents any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by to, such Lender, the such Swing Line Lender or such Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower Parties against any and all of the Obligations of such Loan Party owing, now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participantexisting, irrespective of whether or not the Administrative Agent, any other Agent or such Lender, such Swing Line Lender or such Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights of each Each Lender, the Issuing each Swing Line Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the each Issuing Lender agrees promptly to (i) notify the Borrower Parties and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender, such Swing Line Lender or such Issuing Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application; andapplication and (ii) pay such amounts that are set-off to the Administrative Agent for the ratable benefit of the Lenders, Swing Line Lenders, Issuing Lenders and Agents.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the each Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] 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 121 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, the such Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the such Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the each Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender or their respective Affiliates and participants may have. Each Lender and the each Issuing Lender agrees to notify the Borrower Borrowing 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; and

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, Each Grantor hereby irrevocably authorizes the Issuing Lender, Collateral Agent and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized Secured Creditor at any time and from time to timetime without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to the fullest extent permitted by applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by the Collateral Agent or such Lender, the Issuing Lender or any such Affiliate or participant Secured Creditor to or for the credit or the account of such Grantor, or any Loan Party part thereof in such amounts as the Collateral Agent or such Secured Creditor may elect, against any and all on account of the Obligations obligations and liabilities of such Loan Party now Grantor to the Collateral Agent or hereafter existing such Secured Creditor hereunder and claims of every nature and description of the Collateral Agent or such Secured Creditor against such Grantor, in any currency, whether arising hereunder, under this Agreement or any Credit Agreement, any other Loan Credit Document to or otherwise, as the Collateral Agent or such LenderSecured Creditor may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Collateral Agent or participant shall have any Secured Creditor has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Collateral Agent or such Secured Creditor shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify application made by the Borrower and Collateral Agent or such Secured Creditor of the Administrative Agent promptly after any such setoff and application; proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Collateral Agent and each Secured Creditor under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent or such Secured Creditor may have.