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, 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 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 (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 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, 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, without prior notice to any Credit Party, any such notice being waived by each Credit Party 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 by, and other obligations (in whatever currency) indebtedness 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 Loan Party the respective Credit Parties against any and all of the Obligations of owing to such Loan Party Lender hereunder or under any other Credit Document, 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 or such Lender, Issuing Lender, Affiliate or participant Lender shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to denominated in a branch or office of such Lender or the Issuing Lender currency different from that of the branch or office holding such applicable 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 haveindebtedness. 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. Notwithstanding the foregoing, no Lender shall be entitled to set-off or apply any deposits in a property specific operating account or reserve account established by a Credit Party for any Real Properties encumbered by mortgage liens in favor of another financial institution to the extent such financial institution expressly requires such agreement by the Lenders hereunder and provided such Lender and the Administrative Agent has received notice of the interest of such other financial institution prior to such set-off or application. The list of accounts as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof) which are not subject to set-off is set forth on Schedule 11.09 attached hereto.

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 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 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 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 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 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 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 [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, 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 Each Loan Party hereby authorized at any time and from time to timeagrees that, to the fullest extent permitted by applicable Lawlaw, if an Event of Default shall occur and be continuing, and if any Obligation of such Loan Party shall be due and payable (by acceleration or otherwise), each Lender shall have the right, without notice to such Loan Party, to set set-off against and to appropriate and apply to such Obligation any and indebtedness, liability or obligation of any nature owing to such Loan Party by such Lender, including but not limited to all deposits (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional whether or final, in whatever currencynot evidenced by a certificate of deposit) at any time held and other obligations (in whatever currency) at any time owing now or hereafter maintained 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 with such Lender. If an Event of Default shall occur and be continuing, the Issuing Lendersuch right shall be absolute and unconditional in all circumstances and, Affiliate or participantwithout limitation, irrespective of shall exist whether or not such Lender, Issuing Lender, Affiliate Lender or participant any other Person shall have given notice or made any demand under this Agreement to the such Loan Party or any other Loan Document and although Person, whether such Obligations of the Borrower indebtedness, obligation or liability owed to such Loan Party may be contingent is contingent, absolute, matured or unmatured (it being agreed that such Lender may deem such indebtedness, obligation or are owed liability to a branch or office be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. Each Loan Party hereby agrees that, to the Issuing fullest extent permitted by law, any Participant and any branch, subsidiary or affiliate of any Lender different from or any Participant shall have the branch same rights of set-off as a Lender as provided in this Section (regardless of whether such Participant, branch, subsidiary or office holding affiliate would otherwise be deemed in privity with or a direct creditor of such deposit or obligated on such IndebtednessLoan Party). The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (including or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setoff) that such Lender, the Issuing Lender set-off 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 bankers' lien of any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andPerson.

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, 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 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 [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 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 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 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 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 4 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 The Borrower 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, each Lenderwithout 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 timeBorrower, 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 the Borrower, 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 the Borrower to such Agent or Lender hereunder and claims of every nature and description of such Loan Party now Agent or hereafter existing Lender against the Borrower, 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 the Issuing Lender agrees to Lenders shall notify the Borrower promptly of any such set-off and the Administrative application made by such Agent promptly after any such setoff and application; or 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 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, 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, 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, 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 Each Grantor hereby irrevocably authorizes each Lender at any time and from time to time with the prior written consent of the Administrative Agent, 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 Borrower would be required to do so pursuant to Section 9.8 of the Credit Agreement. Each Lender shall notify the Administrative Agent, Mid-Holdings, the Borrower and 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. 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 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 pursuant to Section 7(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) (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 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 shall notify such Grantor promptly of any such set-off and the Issuing application made by such 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 Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

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 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 an Event Each Credit Party hereby agrees that if any Obligation of Default such Credit Party shall be due and payable (by acceleration or otherwise), and such Credit Party shall fail to pay the same beyond any cure period with respect thereto, the Lender shall have occurred the right, without notice to such Credit Party, to set-off against and be continuingto appropriate and apply to such Obligation any indebtedness, each liability or obligation of any nature owing to such Credit Party by the 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 including all deposits (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional whether or finalnot evidenced by a certificate of deposit) now or hereafter maintained by such Credit Party with the Lender, in whatever currency) at any time held each case to the maximum extent permitted by Law. Such right shall be absolute and other obligations (unconditional in whatever currency) at any time owing by such Lenderall circumstances and, without limitation, shall exist whether or not the Issuing Lender or any other Person shall have given notice or made any demand to such Affiliate or participant to or for the credit or the account of any Loan Credit Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document Person, whether such indebtedness, obligation or liability owed to such LenderCredit Party is contingent, absolute, matured or unmatured (it being agreed that the Issuing LenderLender may deem such indebtedness, Affiliate obligation or participantliability to be then due and payable at the time of such setoff), irrespective and regardless of whether the existence or not such Lenderadequacy of any collateral, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement guaranty or any other Loan Document and although such Obligations of security, right or remedy available to 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 Indebtednessany other Person. 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 such Credit Party after any such setoff set-off and applicationapplication made by the Lender; provided provided, however, that the failure to give such notice shall not affect effect the validity of set-off application. Each Credit Party hereby agrees that any branch, subsidiary or affiliate of the Lender shall have the same rights of set-off as the Lender as provided in this Section 8.13 (regardless of whether such setoff branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of such Credit Party). The rights provided by this Section 8.13 are in addition to all other rights of set-off and application; andbanker’s lien and all other rights and remedies which the Lender (or any such branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or banker’s lien of any such Person.

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, 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 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, 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 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 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 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 provided by law and subject to the terms of the applicable Intercreditor Agreement, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender, the Issuing Lender, and each of their respective Affiliates Lender and any participant Affiliate of such a 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, with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), but without prior notice to the Borrower or any other Loan Party (any such notice being waived by the Borrower on their own behalf and on behalf of each Loan Party), 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) (other than escrow, in whatever currencypayroll, employee health and benefits, pension, fiduciary, 401(K), ▇▇▇▇▇ cash, trust and tax accounts) at any time held by, and other obligations (in whatever currency) indebtedness 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 owing to such Lender hereunder or under any other Loan Party Document, 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 or 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 may be denominated in a currency different from that 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 applicable 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 haveindebtedness. Each Lender and the Issuing Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided application made by such Lender, provided, that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. Any Lender exercising a right to set-off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Obligations as would be necessary to cause all Lenders to share the amount so set-off with each other Lender in accordance with this Agreement.

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 Each Credit Party hereby authorized at any time and from time to timeagrees that, to the fullest extent permitted by applicable Lawlaw, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender and the LC Issuer shall have the right, without notice to the Borrower, such Credit Party or any other Person, to set set-off against and to appropriate and apply to the Obligation any and indebtedness, liability or obligation of any nature owing to such Credit Party by such Lender or the LC Issuer, including but not limited to all deposits (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional whether or final, not evidenced by a certificate of deposit and in whatever currencycurrency denominated) 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 such Credit Party with such Lender or any other Loan Document to such Lenderthe LC Issuer, as the Issuing Lendercase may be. Such right shall be absolute and unconditional in all circumstances and, Affiliate or participantwithout limitation, irrespective of shall exist whether or not such Lender, Issuing Lender, Affiliate Lender or participant the LC Issuer or any other Person shall have given notice or made any demand under this Agreement to the Borrower, such other Credit Party or any other Loan Document and although Person, whether such Obligations of the Borrower indebtedness, obligation or liability owed to such Loan Credit Party may be contingent is contingent, absolute, matured or unmatured or are owed to a branch or office of (it being agreed that such Lender or the Issuing LC Issuer may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender different from or the branch LC Issuer or office holding any other Person. Each Credit Party hereby agrees that, to the fullest extent permitted by law, any Participant and any branch, subsidiary or affiliate of any Lender or any Participant shall have the same rights of set-off as a Lender as provided in this Section (regardless of whether such deposit Participant, branch, subsidiary or obligated on such Indebtednessaffiliate would otherwise be deemed in privity with or a direct creditor of the Borrower). The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under provided by this Section are in addition to all other rights of set-off and banker's lien and all other rights and remedies which any Lender (including or any such Participant, branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of setoff) that such Lender, the Issuing Lender set-off 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 bankers' lien of any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andPerson.

Set-Off. If Each Grantor hereby irrevocably authorizes the Lender and each Secured Party 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 such Lender, the Issuing Lender or any such Affiliate or participant Secured Party to or for the credit or the account of such Grantor, or any Loan part thereof in such amounts as the Lender or such Secured Party may elect, against any and all on account of the Obligations of such Loan Grantor to the Lender or such Secured Party now hereunder and claims of every nature and description of the Lender or hereafter existing such Secured Party against such Grantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document to Document, as the Lender or such LenderSecured Party may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Lender or participant shall have any Secured 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 unmatured. The Lender and each Secured Party shall notify such Grantor and the Borrower Representative promptly of any such set-off and the application made by the Lender or such Secured Party 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 the Lender and each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender or such Secured Party 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 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 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 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 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; 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. 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 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, 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 Each Credit Party hereby agrees that if any Obligation of Default such Credit Party shall be due and payable (by acceleration or otherwise), and such Credit Party shall fail to pay the same beyond any cure period with respect thereto, the Lender shall have occurred the right, without notice to such Credit Party, to set-off against and be continuingto appropriate and apply to such Obligation any indebtedness, each liability or obligation of any nature owing to such Credit Party by the 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 including all deposits (whether time or demand, general or special, time provisionally credited or demandfinally credited, provisional whether or finalnot evidenced by a certificate of deposit) now or hereafter maintained by such Credit Party with the Lender, in whatever currency) at any time held each case to the maximum extent permitted by Law. Such right shall be absolute and other obligations (unconditional in whatever currency) at any time owing by such Lenderall circumstances and, without limitation, shall exist whether or not the Issuing Lender or any other Person shall have given notice or made any demand to such Affiliate or participant to or for the credit or the account of any Loan Credit Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document Person, whether such indebtedness, obligation or liability owed to such LenderCredit Party is contingent, absolute, matured or unmatured (it being agreed that the Issuing LenderLender may deem such indebtedness, Affiliate obligation or participantliability to be then due and payable at the time of such setoff), irrespective and regardless of whether the existence or not such Lenderadequacy of any collateral, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement guaranty or any other Loan Document and although such Obligations of security, right or remedy available to 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 Indebtednessany other Person. 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 such Credit Party after any such setoff set-off and applicationapplication made by the Lender; provided provided, however, that the failure to give such notice shall not affect effect the validity of set-off application. Each Credit Party hereby agrees that any branch, subsidiary or affiliate of the Lender shall have the same rights of set-off as the Lender as provided in this Section 8.12 (regardless of whether such setoff branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of such Credit Party). The rights provided by this Section 8.12 are in addition to all other rights of set-off and application; andbanker’s lien and all other rights and remedies which the Lender (or any such branch, subsidiary or affiliate) may otherwise have under this Agreement, any other Loan Document, at law or in equity, or otherwise, and nothing in this Agreement or any other Loan Document shall be deemed a waiver or prohibition of or restriction on the rights of set-off or banker’s lien of any such Person.

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 2.9 [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 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 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 ▇▇▇▇▇▇ 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; provided, that the Lender’s right to set-off in relation to ▇▇▇▇▇▇▇ Mac Servicing Rights shall be permitted solely upon receipt of Surplus Proceeds (as such term is defined in the ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement). 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 obligations to the Obligations of such Loan Party now Lender or hereafter existing its Affiliates under this Agreement with respect to Borrower or under any other Loan Document to such agreement between the parties or between Borrower and any affiliate of the 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 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 continuing, each Lender, the Issuing Lender, Each Guarantor hereby irrevocably authorizes 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 Party at any time and from time to timetime after the occurrence and during the continuance of an Event of Default, without prior notice to such Guarantor or any other Loan Party, any such notice being expressly waived by the Loan Parties to the fullest extent permitted by applicable under Applicable Law, upon any amount becoming due and payable by any Guarantor hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such Lender, the Issuing Lender or any such Affiliate or participant Secured Party to or for the credit or the account of such Guarantor, or any Loan part thereof in such amounts as such Agent or such Secured Party may elect, against and on account of the obligations and liabilities of such Guarantor to such Agent or such Secured Party hereunder and claims of every nature and description of such Agent or such Secured 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 such LenderAgent or such Secured Party may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have any Secured 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 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 to Secured Party, or Agent on their behalf, shall notify the Borrower and the Administrative Agent such Guarantor promptly after any such setoff set-off and applicationthe application made by such Secured Party of the proceeds thereof; provided 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 Secured Party under this Section 5.04 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Secured Party may have.

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 continuingcontinuing (subject to the consent, annulment and certain funds provisions set out in Sections 7.1, 7.2 and 7.3 of the Credit Agreement, respectively), 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 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 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 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 and are subject to the adjustment provisions of Section 10.7 of the Credit Agreement.

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 10.13 [Sharing Equalization 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 Party for its own account (but not including funds held in custodian or trust accounts) with such Lender or participant or such branch, Subsidiary or Affiliate. Such right shall be subject to such LenderSection 9.2.5 [Application of Proceeds, the Issuing Lender, Affiliate or participant, irrespective etc.] and 10.13 [Equalization of Lenders] and shall exist whether or not such Lender, Issuing Lender, Affiliate any Lender or participant the 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 Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender, the each 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 may at any time and from time to time, without notice to Borrower but subject to the fullest extent permitted provisions of Section 10.3 (any requirement for such notice being expressly waived by applicable LawBorrower), to set off setoff 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 by such Lender, the such Issuing Lender or any such Affiliate or participant Affiliate, to or for the credit or the account of Borrower or any Loan other Credit Party against any and all of the Obligations obligations of Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the such Issuing Lender, Affiliate Lender or participanttheir respective Affiliates, irrespective of whether or not such Lender, such 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 Credit 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 branch, office or office Affiliate 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 haveindebtedness. 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. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section 9.6 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or their respective Affiliates 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, 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 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 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 Le▇▇▇▇ ▇grees 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 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 165778087 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 The Borrower and each Guarantor hereby irrevocably authorize 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 Borrower or such Guarantor or any other Guarantor, any such notice being expressly waived by the Issuing Lender, Borrower 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 the Borrower or 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 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 obligations and although such Obligations liabilities of the Borrower or such 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 Borrower or such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Party Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such 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 of 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 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 shall notify the Borrower or such Guarantor promptly of any such set-off and the 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 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 124 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 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. (a) If an Event of Default shall have occurred and be continuingoccurred, each LenderLender shall have the right, provided that it obtains prior approval from the Issuing LenderAdministrative Agent (and without such approval such set-off shall be deemed null and void), 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 without notice to the Borrower (except as provided in Section 19.19(c)), any such notice being hereby expressly waived, to the fullest extent permitted by applicable Law, to set set-off and to appropriate or apply any and all deposits (general of money or special, time property or demand, provisional or final, in whatever currency) 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 the Borrower against and on account of all outstanding obligations hereunder or under the other Loan Party against any Documents and all obligations which from time to time may become due hereunder or under the other Loan Documents and all other obligations and liabilities of the Obligations of such Loan Party now or hereafter existing Borrower under this Agreement or any under the other Loan Document to such Lender, the Issuing Lender, Affiliate or participantDocuments, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant Lender shall have made any demand hereunder or under this Agreement the other Loan Documents and whether the obligations and liabilities shall have matured. (b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or fees due with respect to any Note held by it which is greater than the proportion received by any other Loan Document and although such Obligations Lender in respect of the Borrower aggregate amount of principal, interest or fees due with respect to any Note held by 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 other Lender, the Issuing Lender receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Lenders and such other adjustments shall be made as may be required so that all such payments of principal, interest or fees with respect to the Notes held by the Lenders shall be shared by the Lenders pro rata according to their respective Affiliates and participants under this Section are in addition to other rights and remedies Percentages. (including other rights of setoffc) 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 after any such setoff set-off and application; application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and.

Set-Off. If Each Grantor hereby irrevocably authorizes the Paying Agent and each Lender at any time and from time to time while an Event of Default pursuant to Section 8.1(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 Paying 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 Paying 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 Paying Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Paying 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 Paying Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Paying 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 Paying Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Paying 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 the Paying 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 Paying 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 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 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 respective Affiliates and participants may have. 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, 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 ▇▇▇▇▇▇ 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. (a) If an Event of Default shall have occurred and be continuing, each Lender, the each 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] Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding trust accounts expressly prohibiting any such set-off rights) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender, the Issuing 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 such Issuing Lender, Affiliate the Canadian Dollar Lender or participantthe Swingline Lender, irrespective of whether or not such Lender, such 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, each Issuing Lender, the Issuing 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, such the Issuing Lender, the Canadian Dollar Lender, the Swingline Lender or their respective Affiliates and participants may have. Each Lender, each 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. (b) Any amount to be set-off pursuant to Section 14.4(a) shall be denominated in Dollars and any amount denominated in an Alternative Currency shall be in an amount equal to the Dollar Amount of such amount at the most favorable spot exchange rate determined by the Administrative Agent to be available to it; andprovided that if at the time of any such determination no such spot exchange rate can reasonably be determined, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, any such determination to be conclusive absent manifest error. (c) Each Lender and any assignee or participant of such Lender in accordance with Section 14.11 are hereby authorized by the Borrower to combine currencies, as deemed necessary by such Person, in order to effect any set-off pursuant to Section 14.4(a).

Set-Off. If Each Grantor hereby irrevocably authorizes the Collateral Agent and each holder of Notes 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 Collateral Agent or such Lender, the Issuing Lender or any such Affiliate or participant holder of Notes 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 holder of Notes 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 holder of Notes hereunder and claims of every nature and description of the Collateral Agent or such holder of Notes against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Note Purchase Agreement, any other Loan Note Purchase Document to or otherwise, as the Collateral Agent or such Lenderholder of Notes 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 holder of Notes 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 and each holder 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 Notes shall notify such Grantor promptly 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 holder of Notes 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 holder of Notes under this Section 7.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent or such holder of Notes may have.

Set-Off. If an Event the unpaid principal amount of Default any Note or Letter of Credit Reimbursement Obligation, interest accrued thereon or other amount owing by the Borrowers hereunder or under any Note shall have occurred become due and be continuing, each Lenderpayable (by acceleration or otherwise), the Issuing LenderBanks and any branch, subsidiary or affiliate of such Banks anywhere in the world each shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrowers, to set-off against and to appropriate and apply to such due and payable amounts any debt owing to, and each of their respective Affiliates and any participant of other funds held in any manner for the account of, the Borrowers by such Lender Bank or Affiliate which has agreed by such branch, subsidiary or affiliate, including, without limitation, all funds in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any all deposit accounts (whether time and from time to timeor demand, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (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 maintained by the Borrowers with such Bank or such branch, subsidiary or affiliate. Such right shall exist whether or not any such Bank shall have given notice or made any demand hereunder or under this Agreement or any other Loan Document to such LenderNote, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lenderdebt owing to or funds held for the account of the Borrowers is or are matured or unmatured and regardless of the existence or adequacy of any collateral, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement guaranty or any other Loan Document and although such Obligations security, right or remedy available to the Banks. Such right shall exist regardless of the Borrower currency in which is expressed such debt owing to or such Loan Party may funds held for the account of the Borrowers, and if such a debt is or such funds are expressed in a currency (the "Set-off Currency") other than the currency payable hereunder (the "Contractual Currency"), for purposes of effecting set-off the rate of exchange used shall be contingent that at which in accordance with normal banking procedures the Bank or unmatured such branch, subsidiary or are owed to a branch or office of affiliate could purchase the Contractual Currency with the Set-off Currency on the Business Day following such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessset-off. The Borrowers hereby consent to and confirm the foregoing arrangements and confirm each Bank's rights and each such branch's, subsidiary's and affiliate's rights of each Lenderbanker's lien and set-off. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any Bank's rights or any such branch's, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other subsidiary's or affiliate's rights of setoff) that such Lender, the Issuing Lender banker's lien 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; andset-off.

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 Each Guarantor hereby irrevocably authorizes the Administrative Agent and each other Secured Party at any time and from time to time while an Event of Default pursuant to Section 8(a) of the Credit Agreement 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 other Secured 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 Secured Party may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such other Secured Party hereunder and claims of every nature and description of the Administrative Agent or such other Secured 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 Secured 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 Secured 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 Secured 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 Secured Party of the proceeds thereof; provided that (a) the failure to give such notice shall not affect the validity of such setoff set-off and application; andapplication and (b) to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set-off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights of the Administrative Agent and each other Secured Party 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 other Secured Party 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 5.5 [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 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, 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 2.9 [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 Banks, 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 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 (

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing LenderBank, the Swing Bank 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 Bank, the Swing Bank or any such Affiliate or participant to or for the credit or the account of the Borrower or any Loan Party other Domestic T&B Company against any and all of the Obligations obligations of the Borrower or such Loan Party Domestic T&B Company now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Swing Bank or the Issuing Lender, Affiliate or participantBank, irrespective of whether or not such Lender, the Swing Bank or the Issuing Lender, Affiliate or participant Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party Domestic T&B Company may be contingent or unmatured or are owed to a branch or office of such Lender Lender, the Swing Bank or the Issuing Lender Bank different from the branch or office holding such deposit or obligated on such Indebtednessindebtedness. The rights of each Lender, the Issuing Lender Bank, the Swing Bank 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 Bank, the Swing Bank or their respective Affiliates and participants may have. Each Lender Lender, the Swing Bank and the Issuing Lender agrees Bank agree to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; 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 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 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 L▇▇▇▇▇ 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 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 Swingline Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party a Grantor against any and all of the Obligations obligations of such Loan Party Grantor 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 Party Grantor 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 such Grantor 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 (a) In addition to any rights and remedies of the Bank provided by law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each LenderDefault, the Issuing LenderBank is authorized, 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 of the Borrower or any Obligor held by the Bank or its affiliates against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under any Credit Document or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits and without regard for the availability or adequacy of any Collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or any other person, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (c) For the purposes of this Section 6.8, “Deposits” means any deposits (general or special, time or demand, provisional or final, in whatever currencyindividual or joint) at as well as any time held and money, instruments, securities, credits, claims, demands, income or other obligations (in whatever currency) at any time owing property, rights or interests owned 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 any Obligor which come into the possession or unmatured custody or are owed to a branch under the control of the Bank or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessits affiliates. The rights of each LenderTO THE EXTENT PERMITTED BY LAW, 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 LenderANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE OBLIGATIONS PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, 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; andCREDITS, OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVED.

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 branch or participant agency thereof) 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 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] 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 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 respective Affiliates and participants may have. 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 (a) In addition to any rights and remedies of Default shall have occurred the Bank provided by law, upon the occurrence and be continuing, each Lenderduring the continuance of any event of default under this Agreement, the Issuing LenderBank is authorized, 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 of the Borrower or any Obligor held by the Bank or its affiliates against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off. (b) The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (c) For the purposes of this paragraph, “Deposits” means any deposits (general or special, time or demand, provisional or final, in whatever currencyindividual or joint) at as well as any time held and money, instruments, securities, credits, claims, demands, income or other obligations (in whatever currency) at any time owing property, rights or interests owned by such Lender, the Issuing Lender Borrower or any such Affiliate Obligor which come into the possession or participant to custody or for under the credit or the account of any Loan Party against any and all control of the Obligations of such Loan Party Bank or its affiliates. “Obligations” means all obligations, now or hereafter existing existing, of the Borrower to the Bank under this Agreement or and under any other Loan Document to such Lenderagreement or instrument executed in connection with this Agreement, 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 obligations to notify the Borrower and the Administrative Agent promptly after Bank of any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andObligor. TO THE EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS ARE HEREBY VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVED.

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.

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 124 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, 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; andand (d)

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 Amended and Restated Credit Agreement, any other Loan Document or otherwise (subject to applicable grace periods), 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.