Common use of Right of Set-off Clause in Contracts

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

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

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

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.2 to authorize the Facility Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the PMI or any Borrower against any and all of the obligations of the any Borrower or PMI now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees shall promptly to notify the appropriate Borrower or PMI, as the case may be, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates affiliates under this Section 9.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates affiliates may have.

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 6.1 to authorize the Agent to declare the Notes all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lenderany Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to any Borrower, and (ii) the making of the request or the granting of the consent specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.018.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement and the Note Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note the Loan Documents and although such obligations may be unmatured. Each Lender agrees promptly to notify the such Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement and the Note of such Borrower held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedNote. Each Lender agrees promptly to notify the relevant Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Agent JPMCB, as Administrative Agent, to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Altria or any Borrower against any and all of the obligations of the any Borrower or Altria now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees shall promptly to notify the appropriate Borrower or Altria, as the case may be, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates affiliates may have.

Right of Set-off. Upon (i) Subject to the Carve-Out, the Interim Order or the Final Order, as applicable, and subject to delivery of the notice referred to in the proviso to Section 6.02(d), upon the occurrence and during the continuance of any an Event of Default and (ii) Default, the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Postpetition Lender and each of its Affiliates is hereby authorized at any time and from time to timeauthorized, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Postpetition Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Postpetition Obligations, irrespective of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such the Postpetition Lender shall have made any demand under this Agreement or such Note Postpetition Financing Document and although deposits, indebtedness or such obligations may be unmaturedunmatured or contingent. Each The Postpetition Lender agrees to promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Postpetition Lender and its Affiliates under this Section 7.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such which the Postpetition Lender and its Affiliates may have.

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

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

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

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01be continuing, each Lender Lender, each Issuing Bank and each of its their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Lender, such Issuing Bank or such Affiliate to or for the credit or the account of the Borrower any Loan Party or any other Subsidiary that is not a Foreign Subsidiary, against any and all of the obligations of the Borrower Loan Parties, now or hereafter existing under this Agreement and the Note or any other Loan Document held by such Lender, such Issuing Bank or such Affiliate, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or such Note other Loan Document and although such the obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application, ; provided that to the failure 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 give such notice shall not affect the validity any Excluded Swap Obligations of such set-off and applicationguarantor. The rights of each Lender Lender, each Issuing Bank and its each of their Affiliates under this Section 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Lender and its Affiliates Lender, such Issuing Bank or such Affiliate may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01be continuing, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by 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 any deposits held in a custodial, trust or other fiduciary capacity) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the any Borrower now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify each of the Borrower Borrowers after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any an Event of Default Default, and (ii) provided that the making of the request Loans shall have become or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes shall have been declared due and payable pursuant to the provisions of Section 6.01Article VII of the Credit Agreement, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower any Subsidiary Guarantor against any of and all of the obligations of the Borrower such Subsidiary Guarantor now or hereafter existing under this Agreement and the Note held by owed to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees to promptly to notify the Parent and the Borrower after any such set-off and application; provided, provided that the failure of any Lender to give such notice so notify the Parent and the Borrower shall not affect the validity of any such set-off and application. The rights of each Lender and its Affiliates under this Section 4.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default Default, and (ii) the making of the request or the granting of the consent specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.018.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note the Loan Documents and although such obligations may be unmaturedUnmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) Default, the making Administrative Agent and, after obtaining the prior written consent of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent, each other Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding payroll, tax and trust accounts) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations Obligations of the Borrower such Guarantor now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Borrower such Guarantor after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

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

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 6.2 to authorize the Facility Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the PMI or any Borrower against any and all of the obligations of the any Borrower or PMI now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees shall promptly to notify the appropriate Borrower or PMI, as the case may be, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates affiliates under this Section 9.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates affiliates may have.

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

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

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

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

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

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

Right of Set-off. Upon (i) the occurrence If a Default shall have occurred and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and to the extent permitted under Section 10.08 hereof, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that which such Lender and its Affiliates may have. Notwithstanding the foregoing, each Lender agrees to obtain approval of the Required Lenders (other than any Defaulting Lender) before exercising such rights.

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations of the Borrower any Guarantor now or hereafter existing under this Agreement and the Note held by such LenderGuaranty, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedGuaranty. Each Lender agrees promptly to notify the Borrower such Guarantor after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section SECTION 10 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Guaranty Party, any such notice being waived by the Borrower and each Guaranty Party to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or such Affiliate and its Affiliates to or for the credit or the account of the Borrower respective Guaranty Parties against any and all of the obligations of the Borrower owing to such Lender and its Affiliates hereunder, now or hereafter existing under this Agreement and the Note held by such Lenderexisting, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and its Affiliates under this Section 4.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent and such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrower with such Lender if and to the extent that such Lender shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the any Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off set‑off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of each Lender and its Affiliates under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-offset‑off) that such Lender and its Affiliates may have.

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

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

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and pursuant to paragraph (f) of Section 8.01 or (ii) the making of the request or the granting of the consent consent, if any, specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 6.018.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Lender and each of its Affiliates Affiliate thereof is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such any Affiliate thereof to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and Agreement, the Note held by such Lender, and the other Credit Documents, irrespective of whether or not such Lender shall have made any demand under this Agreement Agreement, such Note, or such Note other Credit Documents, and although such obligations may be unmatured. Each Lender agrees to promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender or its Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making commencement of the request or the granting of the consent specified by remedies described in Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant 9.2, then, to the provisions of Section 6.01extent permitted by applicable law, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held and other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Affiliate Lender wherever located) to or for the credit or the account of any Credit Party against obligations and liabilities of such Credit Party to the Borrower against any and all Lenders hereunder, under the Notes, or the other Credit Documents, irrespective of whether the obligations of Administrative Agent or the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender Lenders shall have made any demand under this Agreement or such Note hereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower after , and any such set-off and application, shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto; provided that the failure to give such notice shall not affect the validity of promptly following any such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (includingoff, without limitation, other rights of set-off) that such Lender and its Affiliates may havewill provide written notice thereof to the Borrower.

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

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

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default under the Credit Agreement shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although (i) such obligations may be unmaturedcontingent or unmatured and (ii) such obligations are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender agrees promptly to shall notify the Borrower after any applicable Grantor and the Term Collateral Agent of such set-off setoff and application, ; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of each Lender and its Affiliates under this Section 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 Article VI to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.01Article VI, each Lender and each of its Affiliates Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of the Borrower against any and all of the obligations Obligation of the Borrower now or hereafter existing under this Agreement and the Note held Advances made by such LenderBank, irrespective of whether or not such Lender Bank shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application, application made by such Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01be continuing, each Lender and each of its Affiliates L/C Issuer is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate L/C Issuer to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Loan Parties, now or hereafter existing under this Agreement and the Note or any other Loan Document held by such LenderLender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or such Note other Loan Document and although such the obligations may be unmatured. Each Lender agrees promptly ; provided, that to notify the Borrower after 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 such set-off and application, provided that the failure guarantor shall be applied to give such notice shall not affect the validity any Excluded Swap Obligations of such set-off and applicationguarantor. The rights of each Lender and its Affiliates each L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or such Affiliate and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties against any and all of the obligations of the Borrower owing to such Lender and its Affiliates hereunder, now or hereafter existing under this Agreement and the Note held by such Lenderexisting, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set-set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and its Affiliates under this Section 6.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.01 7.02 to authorize the Administrative Agent upon the consent of the Majority Lenders to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 6.017.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 7.03, each Lender and each Lender, for the ratable benefit of its Affiliates all the Lenders, is hereby authorized at any time and from time to time-to-time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the a Borrower against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement Agreement, the Notes, and the Note held by such Lenderother Credit Documents, irrespective of whether or not such Lender shall have made any demand under this Agreement Agreement, the Notes, or such Note other Credit Documents, and although such obligations may be unmatured. Each Lender agrees to promptly to notify the Borrower Company after any such set-off and applicationapplication made by it, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making Default, each of the request or the granting of the consent specified by Section 6.01 to authorize the Investors, Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawBorrower, the Guarantors or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Lender Investor, Agent or such Affiliate Lender (including, without limitation, by branches and agencies of such Investor, Agent or such Lender wherever located) to or for the credit or the account of the Borrower Guarantors against any and all on account of the obligations and liabilities of the Borrower now Guarantors hereunder or hereafter existing under any of the other Operative Agreements, and all other claims of any nature or description arising out of or connected with this Agreement and the Note held by Guarantee or any other Operative Agreement, irrespective of whether such LenderInvestor, whether Agent or not such Lender shall have made any demand under this Agreement or such Note hereunder and although such obligations may said obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Each of the Investors, Agent and each Lender agrees shall notify such Guarantor promptly to notify the Borrower after of any such set-off and applicationthe application made by such Investor, provided Agent or such Lender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Agent JPMorgan Chase, as Administrative Agent, to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Kraft or any Borrower against any and all of the obligations of the any Borrower or Kraft now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees shall promptly to notify the appropriate Borrower or Kraft, as the case may be, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates affiliates may have.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or such Affiliate and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties against any and all of the obligations of the Borrower owing to such Lender and its Affiliates hereunder, now or hereafter existing under this Agreement and the Note held by such Lenderexisting, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set-set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and its Affiliates under this Section 7.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that such Lender and its Affiliates may have.

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

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default Default, the Administrative Agent and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent or such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and Agreement, the Note Notes held by the Administrative Agent or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement Agreement, such Notes, or such Note other Loan Documents, and although such obligations may be unmatured. Each The Administrative Agent and each Lender agrees to promptly to notify the Borrower after any such set-set off and applicationapplication made by the Administrative Agent or such Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of the Administrative Agent and each Lender and its Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-set off) that which the Administrative Agent or such Lender and its Affiliates may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 6.1 to authorize the Agent to declare the Notes all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lenderany Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default Default, and (ii) the making of the request or the granting of the consent specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.018.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note the Loan Documents and although such obligations may be unmaturedUnmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower any Credit Party against any and all of the obligations of the Borrower any Credit Party now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured, and regardless of the place of payment, booking branch or currency of either obligation. If the obligations subject to set off are in different currencies, the Lender or its Affiliate may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. Each Lender agrees promptly to notify the Borrower applicable Credit Party, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, or general, but not special) at any time held and other indebtedness at any time owing by such Lender or such any Affiliate thereof to or for the credit or the account of the either Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement that are then due and the Note held by such Lenderpayable, whether or not such Lender shall have made any demand under this Agreement or Agreement, and each such Note Affiliate is hereby irrevocably authorized to permit such setoff and although such obligations may be unmaturedapplication. Each Lender agrees promptly to notify the applicable Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-set- off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrower with such Lender if and to the extent that such Lender shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the any Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making declaration by the Lenders with the consent of the request or Required Lenders that the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes outstanding Loans are due and payable pursuant to payable, the provisions of Section 6.01, each Lender Lenders and each of its their Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender the Lenders or any such Affiliate to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement and the Note any other Loan Document held by such Lenderthe Lenders, whether or not such Lender the Lenders shall have made any demand under this Agreement or such Note any other Loan Document and although such obligations may be unmatured. Each Lender agrees The Lenders agree promptly to notify the Borrower Borrowers after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender the Lenders and its their Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender the Lenders and its their Affiliates may have.

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making commencement of the request or the granting of the consent specified by remedies described in Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.019.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held and other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Affiliate Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement and otherwise, irrespective of whether the Note held by such Lender, whether Agent or not such Lender the Lenders shall have made any demand under this Agreement or such Note hereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured. Each Lender The Borrower hereby agrees promptly that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other 11.3(c) may exercise all rights of set-off) that off with respect to its participation interest as fully as if such Person were a Lender and its Affiliates may havehereunder.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 9.2 of the Credit Agreement to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of said Section 6.019.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations of the Borrower Guarantors now or hereafter existing under this Agreement and the Note held by such LenderGuaranty, whether or or, not such Lender shall have made any demand under this Agreement or such Note Guaranty and although such obligations may be contingent and unmatured. Each Lender agrees promptly to notify the Borrower Guarantors after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 10 are in addition to other rights and remedies (including, without limitation, other rights rights; of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding balances held or assets in respect of payroll accounts, employee benefit accounts, trust accounts, withholding accounts and other similar fiduciary accounts to the extent such funds are necessary to pay payroll, employee benefits and other similar payments accrued and/or payable in the ordinary course of business) at any time held and other indebtedness at any time owing by such the Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such LenderNote, whether or not such the Lender shall have made any demand under this Agreement or such the Note and although such obligations may be unmatured. Each The Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such which the Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request by or the granting actions of the consent Lender specified by Section 6.01 to authorize the Agent 5.01 to declare the Notes Note due and payable pursuant to the provisions of Section 6.015.01, each the Lender and each of its Affiliates affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Lender or such Affiliate affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such the Lender, whether or not such the Lender shall have made any demand under this Agreement or such the Note and although such obligations may be unmatured. Each The Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Lender and its Affiliates affiliates under this Section 6.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such the Lender and its Affiliates affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding balances held or assets in respect of payroll accounts, employee benefit accounts, trust accounts, withholding accounts and other similar fiduciary accounts to the extent such funds are necessary to pay payroll, employee benefits and other similar payments accrued and/or payable in the ordinary course of business) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such LenderNote, whether or not such Lender shall have made any demand under this Agreement or such the Note and although such obligations may be unmatured. Each Lender Xxxxxx agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such which Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant Subject to the provisions of Section 6.019.07, the Agent, each Lender and each Affiliate of its Affiliates each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent, such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations, irrespective of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender any demand shall have been made under any demand under this Agreement or such Note Loan Document and although such obligations Obligations may be contingent and unmatured. Each Lender agrees to promptly notify the Agent after any such setoff and application made by such Lender and the Agent shall promptly thereafter notify the Borrower of such set-off and application. The Agent agrees promptly to notify the Borrower after any such set-off and applicationapplication made by the Agent; provided, provided however, that the Agent's failure to give such notice notify the Borrower as set forth in this sentence and the immediately preceding sentence shall not affect the validity of such set-off and application. The rights of the Agent and each Lender and its Affiliates under this Section 9.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such which the Agent or any Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the Notes Term Loans due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during failure of the continuance of Borrower to make any Event of Default payment when due hereunder and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent Lender to declare the Notes Advances due and payable pursuant to the provisions of Section 6.01, each the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note hereunder held by such the Lender, whether or not such the Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each The Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by it, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Lender and its Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates it may have.

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 7.01 to authorize the Agent to declare the Notes Extensions of Credit due and payable pursuant to the provisions of Section 6.017.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Holdings or any Borrower against any and all of the obligations of Holdings and the Borrower Borrowers now or hereafter existing under this Agreement and the Note held by Extensions of Credit of such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedAgreement. Each Lender agrees promptly to notify Holdings or the applicable Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates Affiliate under this Section are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Lender and its Affiliates Affiliate may have.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Agent JPMorgan Chase, as Administrative Agent, to declare the Notes Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Altria or any Borrower against any and all of the obligations of the any Borrower or Altria now or hereafter existing under this Agreement and the Note held by such LenderAgreement, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees shall promptly to notify the appropriate Borrower or Altria, as the case may be, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates affiliates may have.

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

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by the Borrowers and each Loan Party to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or such Affiliate and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties against any and all of the obligations of the Borrower owing to such Lender and its Affiliates hereunder, now or hereafter existing under this Agreement and the Note held by such Lenderexisting, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower Company and the Collateral Agent after any such set-set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and its Affiliates under this Section 7.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that such Lender and its Affiliates may have.

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

Right of Set-off. Upon (i) demand on the Note or the occurrence and during the continuance of any Event of Default and (ii) at any time thereafter, the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due Lender may, and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized by the Borrower, at any time and from time to time, to the fullest extent permitted by lawapplicable Laws, without advance notice to set the Borrower (any such notice being expressly waived by the Borrower), set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time owing by such the Lender or such Affiliate to to, or for the credit or the account of of, the Borrower against any and or all of the obligations Obligations of the Borrower or any guarantor, now or hereafter existing under this Agreement and the Note held by such Lenderexisting, whether or not such Obligations have matured and irrespective of whether the Lender shall has exercised any other rights that it has or may have made with respect to such Obligations, including without limitation any demand under this Agreement or such Note and although such obligations may be unmaturedacceleration rights. Each The Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Lender and its Affiliates under this Section 8.07 are in addition to the other rights and remedies (including, without limitation, other rights of set-off) that such which the Lender and its Affiliates may have.

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or such Affiliate and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties against any and all of the obligations of the Borrower owing to such Lender and its Affiliates hereunder, now or hereafter existing under this Agreement and the Note held by such Lenderexisting, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or such Note and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set-set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and its Affiliates under this Section 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making acceleration of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable all Borrower Obligations pursuant to the provisions of Section 6.019.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held and other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Affiliate Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement and otherwise, irrespective of whether the Note held by such Lender, whether Agent or not such Lender the Lenders shall have made any demand under this Agreement or such Note hereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured. Each Lender The Borrower hereby agrees promptly that any Person purchasing a participation in the Loans and Revolving Loan Commitments hereunder pursuant to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other 11.3(c) may exercise all rights of set-off) that off with respect to its participation interest as fully as if such Person were a Lender and its Affiliates may havehereunder.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default Default, and (ii) the making of the request or the granting of the consent specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.018.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents or such Note Notes and although such obligations may be unmaturedUnmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

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