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

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

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

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

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, 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 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, 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 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 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 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 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 All cash, moneys, investment property and other Properties of Default shall have occurred Borrowers and be continuingthe proceeds thereof now or hereafter held or received by any Secured Creditor from or for the account of Borrowers, 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 including any and all deposits (general or special), time account balances and credits of Borrowers with any Secured Creditor or demand, provisional or final, in whatever currency) any Secured Creditor Affiliate at any time existing: (i) are part of the Collateral, (ii) will be held as security for the Obligations, and other obligations (in whatever currencyiii) may be set-off and applied without notice to any Borrower (such notice being expressly waived by Borrowers) against any or all Obligations at any time owing following the occurrence and during the continuance of an Event of Default which has not been waived by such Lenderthe Secured Creditors, and each Secured Creditor or Secured Creditor Affiliate has the Issuing Lender or right at any such Affiliate or participant time following the occurrence and during the continuance of an Event of Default which has not been waived by the Secured Creditors to or for the credit or the refuse to allow withdrawals from any account of any Loan Party Borrower without notice to any Borrower (such notice being expressly waived by Borrowers). Upon the occurrence and during the continuance of an Event of Default which has not been waived by the Secured Creditors, each Borrower authorizes each Secured Creditor Affiliate to pay or to deliver to Agent any deposits, financial assets, or other sums credited by, or due from, such Secured Creditor Affiliate to any Borrower for application against any or all Obligations, all without notice to Borrowers (such notice being expressly waived by Borrowers) and all without any necessity on Agent’s part to resort to other security or sources of reimbursement for the Obligations; however, nothing in this Section 2.2 will impair or affect Agent’s rights under Sections 2.8(a) and 3.4(c) of the Obligations Credit Agreement. Agent will promptly notify Borrowers of Agent’s receipt of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lenderfunds for application against the Obligations, 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 but Agent’s failure to give such notice shall do so will not affect the validity or enforceability thereof. Agent may give notice of the above grant of a security interest in, and assignment of, such setoff deposits and application; andother sums to any Secured Creditor Affiliate.

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

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

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

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

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

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

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

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, 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 In addition to any rights and remedies of Default the Lenders provided by law (including, without limitation, other rights of set-off), each Lender and its Affiliates 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 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 by or owing by to such Lender, the Issuing Lender or any such 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 Loans and other Obligations of the Borrower to such Loan Party now or hereafter existing Lender hereunder and claims of every nature and description of such Lender against the Borrower, in any Currency, whether arising hereunder or, under this Agreement or any other Loan Credit Document provided by such Lender pursuant to the terms of this Agreement, 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 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 aforesaid right of set-off may be exercised by such Lender against the Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the Issuing Lender different from benefit of creditors, receiver or execution, judgment or attachment creditor of the branch Borrower, or office holding against anyone else claiming through or against the Borrower, or any such deposit trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or obligated on such Indebtedness. The rights of each Lenderexecution, judgment or attachment creditor, notwithstanding 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) fact that such Lender, right of set-off shall not have been exercised by such Lender prior to the Issuing Lender or their respective Affiliates and participants may haveoccurrence of any Event of Default. 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 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 Lender and any participant Affiliate 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, without prior notice to the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations indebtedness (in whatever currency) at any time owing by by, such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party the Borrower 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 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 indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such Indebtedness. The rights right of each Lendersetoff, the Issuing Defaulting Lender and their respective Affiliates and participants under this Section are shall provide promptly to the Administrative Agent a statement describing in addition reasonable detail the Obligations owing to other rights and remedies (including other rights such Defaulting Lender as to which it exercised such right 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 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 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 In addition to any rights and remedies of the Lenders, the Swing Line Lender and the Issuing Lender provided by law, if an Event of Default shall have occurred and be continuingexists, each Lender, the Swing Line Lender and the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] 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 Lender, Issuing Lender 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 Swing Line Lender or the 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, the Swing Line Lender or 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 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 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, Swing Line Lender or 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 Lender, Issuing Lender and Agents.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender, the Issuing Lender or any such Affiliate or participant Affiliate, to or for the credit or the account of any Loan Party the Borrower against any and all of the Obligations obligations of such Loan Party the Borrower now or hereafter existing under this Agreement or any other Loan Finance Document to such Lender, the Issuing Lender, Affiliate Lender or participantits respective Affiliates, irrespective of whether or not such Lender, Issuing Lender, Lender or Affiliate or participant shall have made any demand under this Agreement or any other Loan Finance Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender or the Issuing Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such Indebtednessindebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Clause 33 (Application of Proceeds) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section Clause are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their its respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and.

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 [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 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 in respect of the Obligations, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; andand 9

Set-Off. If an Event of Default shall have occurred and be continuingcontinuing under Section 14.4 of the Credit Agreement, 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 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 each Grantor 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 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 of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Lender or the Issuing Swingline Lender different from the branch or office holding such deposit or obligated on such Indebtednessother obligation. 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 such Grantor 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 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 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 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 or funds not beneficially owned by the Borrower or such other Loan Party) 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 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 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 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 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 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. MRC Energy Company Credit Agreement 114

Set-Off. If Each Grantor hereby irrevocably authorizes the Collateral 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 Collateral 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 Collateral 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 Collateral Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Collateral 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 Collateral Agent or such LenderLender 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 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 Collateral Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Collateral 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. To the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation”, 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 Collateral Agent and each Lender under this Section 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent or such Lender may have. Notwithstanding the foregoing, if any Defaulting Lender shall exercise such right of setoff, it shall comply with the proviso to the first sentence of Section 10.7(b) of the Credit Agreement in connection with such exercise.

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 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 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 Each Grantor hereby irrevocably authorizes the Administrative Agent, the Collateral Agent and each Lender 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 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 Lenderthe Administrative Agent, the Issuing Collateral 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 the Administrative Agent, the Collateral 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, the Collateral Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent, the Collateral 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 such Lenderor otherwise, as the Administrative Agent, the Issuing LenderCollateral Agent or such Lender may elect, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Collateral 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 Collateral Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent, the Collateral 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 Administrative Agent, the Collateral 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, the Collateral Agent or such Lender may have. 053113\0942\02497\9764JKRJ.GUA

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 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.

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 5.5, after obtaining the prior written consent of Payments by Lenders] the Administrative Agent, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the 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, such 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, 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 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 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 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 Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 5.4 [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 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) such 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 Event of Default shall have occurred and be continuing, each Lender, the Issuing LenderBanks, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender Bank or any such Affiliate or participant to or for the credit or the account of any Loan Credit Party against any and all of the Secured Obligations of such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing such Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing LenderBank, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender Bank different from the branch or office holding such deposit or obligated on such IndebtednessDebt; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the 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 each Issuing Lender Bank and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender Bank or their respective Affiliates and participants may have. Each Lender and the such Issuing Lender Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; 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 bank controlling any Lender 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 Credit Document to or otherwise, as the Administrative Agent or such LenderLender may elect, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate the Administrative Agent or participant shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such Obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtednessunmatured. The rights Administrative Agent and each Lender shall notify such Grantor promptly of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that any such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender set-off and the Issuing Lender agrees to notify the Borrower and application made by the Administrative Agent promptly after any or such setoff and application; Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; and. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 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 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 Lead Borrower and the Administrative Agent promptly after any such setoff and 216004669 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 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 an Event of Default shall have occurred and be continuing, each Lender, the each Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the such Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the each Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such Issuing Lender or their respective Affiliates and participants may have. Each Lender and the each Issuing Lender ▇▇▇▇▇▇ agrees to notify the Borrower Borrowing Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

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

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) 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, 1. 1097380671\10\AMERICAS 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 [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 the Borrower or any Loan Party of its Subsidiaries against any and all of the Obligations of such Loan Party the Borrower or Subsidiaries 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 Subsidiaries 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