Common use of Right of Set-off Clause in Contracts

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Paying Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and its Affiliates Agent and each L/C Issuer Lender Party and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby such Agent, such Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Secured of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the Borrower now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such Secured Obligations may be contingent or unmatured or denominated unmatured; provided, that in a currency different the event that any Defaulting Lender shall exercise any such right of set off, (x) all amounts so set off shall be paid over immediately to the Paying Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from that its other funds and deemed held in trust for the benefit of the applicable deposit or Indebtedness. Notwithstanding anything Paying Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the contrary contained herein, no Paying Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a as to which it exercised such right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingssetoff. Each Agent and each Lender and L/C Issuer Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, further, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Agent and each Lender Party and each L/C Issuer their respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative such Agent, such Lender Party and such L/C Issuer their respective Affiliates may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event a Default pursuant to Section 8.01(a) or (b) the making of Defaultthe request or the granting of the consent specified by Section 8.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.01, each Lender and its Affiliates and each L/C Issuer and its Affiliates Bank (other than a Defaulting Bank) is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates Bank or any affiliate of such L/C Issuer and its Affiliates, as the case may be, Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower or a Guarantor (but not any other Person) against any and all Secured Obligations owing to such Lender and its Affiliates of the obligations of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, a Guarantor now or hereafter existingexisting under the Credit Documents, irrespective of whether or not such Agent or such Lender or Affiliate Bank shall have made any demand under this Agreement or any other Loan Credit Document and although such Secured Obligations obligations may be contingent unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower or unmatured a Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to Third Party Funds, such Bank shall promptly return such Third Party Funds to the Borrower or denominated a Guarantor, as applicable, provided further that in a currency different from the event that any Defaulting Bank shall receive any property of the applicable deposit Borrower or Indebtedness. Notwithstanding anything a Guarantor or payment (including by purported right of set off or otherwise), (x) all amounts so received shall be paid over immediately to the contrary contained hereinAdministrative Agent for further application in accordance with the provisions of Section 2.18 and, no Lender or its Affiliates and no L/C Issuer or its Affiliates pending such payment, shall have a right to set off and apply any deposits held or other Indebtedness owing be segregated by such Lender or Defaulting Bank from its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or other funds and deemed held in trust for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) benefit of the Code unless Administrative Agent and the other Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations owing to such Subsidiary is not a direct Defaulting Bank as to which it received such property or indirect subsidiary of Holdingspayment. Each Lender and L/C Issuer Bank agrees promptly to notify the Borrower and the Administrative Agent applicable Guarantor promptly after any such set set-off and application made by such Lender or L/C IssuerBank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Bank under this Section 6.08 10.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which such Lender and such L/C Issuer Bank may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any GrantorGuarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Guarantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Guaranteed Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 4.07 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (i) the occurrence and during the continuance of any Event of DefaultDefault 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 or CAF Notes, if any, due and payable pursuant to the provisions of Section 6.01, each Lender and its Affiliates Lender, the Issuing Banks and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the obligations of the Borrower now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand existing under this Agreement and the Note or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its AffiliatesCAF Note, as the case may be, to or for the credit held by such Lender or the account Issuing Banks, whether or not such Lender or Issuing Bank shall have made any demand under this Agreement or such Note or CAF Note and although such obligations may be unmatured or are owed to a branch or office of any Subsidiary of a Loan Party which is not a “United States person” within such Lender or the meaning of Section 7701(a)(30) of Issuing Bank different from the Code unless branch or office holding such Subsidiary is not a direct deposit or indirect subsidiary of Holdingsobligated on such indebtedness. Each Lender and L/C Issuer Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Lender, the Administrative Agent, each Lender Issuing Bank and each L/C Issuer its Affiliates under this Section 6.08 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset off) that the Administrative Agentsuch Lender, such Lender Issuing Bank and such L/C Issuer its Affiliates may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates Lender, the Agent and each L/C Issuer and its Affiliates Issuing Bank is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byby such Lender, such Lender and its Affiliates the Agent or such L/C Issuer and its Affiliates, as the case may be, Issuing Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries any party to this Agreement against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, party now or hereafter existingexisting under this Agreement owed to such Lender, the Agent or such Issuing Bank, irrespective of whether or not such Lender, the Agent or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated unmatured. The rights of each Lender, the Agent and Issuing Bank under this Section 5.15 are in a currency different from addition to other rights and remedies (including other rights of set-off) that of such Lender, the applicable deposit or IndebtednessAgent and such Issuing Bank may have. Notwithstanding anything to the contrary contained herein, no Lender Secured Party or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender Secured Party or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Credit Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Subsidiary Guarantor against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Subsidiary Guarantor now or hereafter existingexisting under this Guaranty owed to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the applicable deposit or IndebtednessFirst Lien Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 10 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to If any rights Specified Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender and its Affiliates Secured Party, each Participant and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust and tax withholding accounts) at any time held by, and other Indebtedness obligations at any time owing byby such Secured Party, such Lender and its Affiliates Participant or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other of the Loan Document, Parties now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand existing under this Agreement or any other Loan Document to the extent such are then due and owing, although such Secured Obligations may be contingent or unmatured or denominated in a currency different from otherwise fully secured; provided that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates such Secured Party shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify provide the Borrower and the Administrative Agent with written notice promptly after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity its exercise of such setoff and applicationright of setoff. The rights of the Administrative Agent, each Lender and each L/C Issuer Secured Party under this Section 6.08 SECTION 9.08 are in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. No Credit Party will, or will permit its Participant to, exercise its rights under this SECTION 9.08 without the consent of the Administrative AgentAgent or the Required Lenders. ANY AND ALL RIGHTS TO REQUIRE THE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY ANY SECURED PARTY, such Lender and such L/C Issuer may havePARTICIPANT OR AFFILIATE OF ITS RIGHT OF SETOFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to If any rights Specified Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender and its Affiliates Secured Party, each Participant and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust and tax withholding accounts) at any time held by, and other Indebtedness obligations at any time owing byby such Secured Party, such Lender and its Affiliates Participant or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other of the Loan Document, Parties now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand existing under this Agreement or any other Loan Document to the extent such are then due and owing, although such Secured Obligations may be contingent or unmatured or denominated in a currency different from otherwise fully secured; provided that of such Secured Party shall provide the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or Lead Borrower with written notice promptly after its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity exercise of such setoff and applicationright of setoff. The rights of the Administrative Agent, each Lender and each L/C Issuer Secured Party under this Section 6.08 SECTION 9.08 are in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. No Credit Party will, or will permit its Participant to, exercise its rights under this SECTION 9.08 without the consent of the Administrative AgentAgent or the Required Lenders. ANY AND ALL RIGHTS TO REQUIRE THE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY ANY SECURED PARTY, such Lender and such L/C Issuer may havePARTICIPANT OR AFFILIATE OF ITS RIGHT OF SETOFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event a Default pursuant to Section 8.01(a) or (b) the making of Defaultthe request or the granting of the consent specified by Section 8.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.01, each Lender and its Affiliates and each L/C Issuer and its Affiliates Bank (other than a Defaulting Bank) is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates Bank or any affiliate of such L/C Issuer and its Affiliates, as the case may be, Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower or the Guarantor (but not any other Person) against any and all Secured Obligations owing to such Lender and its Affiliates of the obligations of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, the Guarantor now or hereafter existingexisting under the Credit Documents, irrespective of whether or not such Agent or such Lender or Affiliate Bank shall have made any demand under this Agreement or any other Loan Credit Document and although such Secured Obligations obligations may be contingent unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower or unmatured the Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to Third Party Funds, such Bank shall promptly return such Third Party Funds to the Borrower or denominated the Guarantor, as applicable, provided further that in a currency different from the event that any Defaulting Bank shall receive any property of the applicable deposit Borrower or Indebtedness. Notwithstanding anything Guarantor or payment (including by purported right of set off or otherwise), (x) all amounts so received shall be paid over immediately to the contrary contained hereinAdministrative Agent for further application in accordance with the provisions of Section 2.18 and, no Lender or its Affiliates and no L/C Issuer or its Affiliates pending such payment, shall have a right to set off and apply any deposits held or other Indebtedness owing be segregated by such Lender or Defaulting Bank from its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or other funds and deemed held in trust for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) benefit of the Code unless Administrative Agent and the other Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations owing to such Subsidiary is not a direct Defaulting Bank as to which it received such property or indirect subsidiary of Holdingspayment. Each Lender and L/C Issuer Bank agrees promptly to notify the Borrower and the Administrative Agent Guarantor promptly after any such set set-off and application made by such Lender or L/C IssuerBank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Bank under this Section 6.08 10.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which such Lender and such L/C Issuer Bank may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any Event of DefaultDefault each Lender, each Lender and its Affiliates and each L/C Issuer and its each of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Grantorthe applicable Subsidiary Guarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) such Subsidiary Guarantor to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender and its Affiliates or Lender, such L/C Issuer and its Affiliates, as the case may be, or any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries such Subsidiary Guarantor against any and all Secured Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan DocumentIssuer, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate such L/C Issuer shall have made demand under this Agreement Guaranty or any other Loan Guarantor Document and although such Secured Guaranteed Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessindebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) Each of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer Lenders agrees (by its acceptance hereof) promptly to notify the Borrower such Subsidiary Guarantor and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beLender; provided, that however, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agenteach Lender, each Lender and each L/C Issuer and their respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agentsuch Lender, such Lender and such L/C Issuer or their respective Affiliates may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates Party and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing to such Lender and its Affiliates of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Party now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no Administrative Agent and each Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or such Loan Party after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, Agent and each Lender Party and each L/C Issuer their respective Affiliates under this Section 6.08 9.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, such Lender Party and such L/C Issuer their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, the Swing Line Bank and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (i) the occurrence and during the continuance of any Event of Default, each Lender Default and its Affiliates (ii) the making of the request or the granting of the consent specified by Section 8.01 to authorize the Agent to declare the Advances due and each payable pursuant to the provisions of Section 8.01 or to demand payment of (or cash collateralization of) all then outstanding L/C Issuer Obligations, each Lender, each Issuing Bank and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates Issuing Bank or any such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingParty, irrespective of whether or not such Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender Party different from that the branch or office holding such deposit or obligated on such indebtedness (it being understood and agreed that, notwithstanding anything in this Agreement or any of the applicable deposit or Indebtedness. Notwithstanding anything other Loan Documents to the contrary contained hereincontrary, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held accounts, deposits, sums, securities or other Indebtedness owing by such Lender property of any Foreign Subsidiary or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Foreign Subsidiary (including any Foreign Subsidiary that is a Loan Party) will not serve at any time, directly or indirectly, to collateralize or otherwise offset the Obligations of the Lead Borrower or any Domestic Subsidiary, and, in addition, unless otherwise agreed to by the Lead Borrower, the accounts, deposits, sums, securities or other property of a Foreign Subsidiary or Subsidiary of a Foreign Subsidiary will only serve to collateralize or offset the Obligations of another Foreign Subsidiary or Subsidiary of a Foreign Subsidiary that is a Loan Party which and is not a “United States person” within the meaning Person for U.S. federal income tax purposes if such former Foreign Subsidiary or Subsidiary of Section 7701(a)(30) of the Code unless such a Foreign Subsidiary is not owned by such latter Foreign Subsidiary or Subsidiary of a direct Foreign Subsidiary that is a Loan Party). The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or indirect subsidiary of Holdingstheir respective Affiliates may have. Each Lender and L/C Issuer each Issuing Bank agrees promptly to notify the Lead Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuer, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Subsidiary Guarantor against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Subsidiary Guarantor now or hereafter existingexisting under this Guaranty owed to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the applicable deposit or IndebtednessCredit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 10 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon (a) Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 9.02, each Lender and its Affiliates and each L/C Issuer and its Affiliates Issuing Bank is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Issuing Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower, against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the obligations of the Borrower now or hereafter existingexisting under this Agreement and the Promissory Notes held by such Lender or the Issuing Bank Agreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Agent or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although Agreement, such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates Promissory Notes or such L/C Issuer or its AffiliatesIssuing Bank Agreement, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless and although such Subsidiary is not a direct or indirect subsidiary of Holdingsobligations may be unmatured. Each Lender and L/C Issuer Issuing Bank agrees promptly to notify promptly the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C IssuerIssuing Bank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Issuing Bank under this Section 6.08 11.05 are in addition to other rights and remedies (including other rights of setoffset-off) that the Administrative Agent, which such Lender and such L/C Issuer Issuing Bank may have.

Right of Set-off. In addition to any rights and remedies Upon the declaration of the Lenders provided principal amount Unrecovered Lessor Investments and the accrued Yield thereon and all other amounts payable by Lawthe Company hereunder and under the other Operative Documents, upon to be due and payable pursuant to the occurrence and during the continuance provisions of any Event of DefaultSection 9.02(a), each Lender Funding Party and its Affiliates the Administrative Agent, and each L/C Issuer and its Affiliates of their respective Affiliates, is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byby such Funding Party, such Lender and its Affiliates Administrative Agent, or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Company against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the obligations of the Company now or hereafter existingexisting under this Agreement held as part of its Ownership Interests by such Funding Party, Administrative Agent, or Affiliate, irrespective of whether or not such Agent or such Lender Funding Party, Administrative Agent, or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that unmatured. Each Funding Party (for itself and on behalf of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates) and the Administrative Agent (for itself and on behalf of its Affiliates), as the case may beapplicable, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent Company after any such set set-off and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Funding Party, the Administrative Agent, each Lender and each L/C Issuer such Affiliates under this Section 6.08 11.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the same may have. All amounts received by any Funding Party, the Administrative Agent, or any such Lender and such L/C Issuer may haveAffiliate pursuant to this Section 11.05 shall be shared with the other Funding Parties pursuant to Section 4.02(d).

Right of Set-off. In addition Subject to any rights the further terms and remedies conditions set forth in Section 11.09 of the Credit Agreement, if an Event of Default shall have occurred and be continuing, each of the Lenders provided by Law, upon and the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer Issuer, and its Affiliates each of their respective Affiliates, is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates or such the L/C Issuer and its Affiliates, as the case may be, or any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries such Guarantor against any and all Secured Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingIssuer, irrespective of whether or not such Agent or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such Secured Guaranteed Obligations may be contingent or unmatured or denominated in are owed to a currency different from that branch or office of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no such Lender or its Affiliates and no L/C Issuer different from the branch or its Affiliates shall have a right to set off and apply any deposits held office holding such deposit or other Indebtedness owing by obligated on such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) indebtedness. Each of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender Lenders and the L/C Issuer agrees (by its acceptance hereof) promptly to notify the Borrower such Guarantor and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may be; provided, that however, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each the L/C Issuer their respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Administrative Agent, such Lender and such L/C Issuer or their respective Affiliates may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower each Grantor (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates Party and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing to such Lender and its Affiliates of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Party now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no The Administrative Agent and each Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or such Loan Party after any such set off set‑off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set‑off and application. The rights of the Administrative Agent, Agent and each Lender Party and each L/C Issuer their respective Affiliates under this Section 6.08 9.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset‑off) that the Administrative Agent, such Lender Party and such L/C Issuer their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender and its Affiliates and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held by(including, but not limited to, the Earnings Accounts) and other Indebtedness indebtedness at any time owing byby the Facility Agent, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower or any other Security Party against any and all Secured of the Obligations owing to such Lender and its Affiliates of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Security Party now or hereafter existingexisting under the Transaction Documents, irrespective of whether or not such the Facility Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no The Facility Agent and each Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, Facility Agent and each Lender and each L/C Issuer their respective Affiliates under this Section 6.08 19.1 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Facility Agent, such Lender and such L/C Issuer their respective Affiliates may have. Notwithstanding anything to the contrary set forth in Section 17 or elsewhere herein, the Facility Agent may not discriminate against the Lenders generally in favor of its own interests when exercising setoff rights against amounts received from any Security Party hereunder, including any amount in any Earnings Account or Retention Account.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault or if the Borrower becomes insolvent, however evidenced, the Borrower authorizes each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and or from time to time, without prior presentment, demand, protest or other notice of any kind to the Borrower or to any Grantorother Person, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held by, and other Indebtedness at any time by or owing by, to such Lender and or any of its Affiliates or (including, without limitation, by branches and agencies of such L/C Issuer and its Affiliates, as the case may be, Lender wherever located) to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against any and all Secured on account of the Obligations owing of the Borrower to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although the Obligations, liabilities or claims, or any other Loan Document and although such Secured Obligations may of them, shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no A Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by may exercise such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, rights notwithstanding that the failure to give such notice shall not affect the validity of such setoff amounts concerned may be expressed in different currencies and application. The rights of the Administrative Agent, each Lender and each L/C Issuer is authorized to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 6.08 are in addition 2.10(a) shall provide prompt notice to other rights and remedies (including other rights of setoff) that the Administrative Agent, Borrower following such Lender and such L/C Issuer may haveexercise.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each any Agent or any Lender may, and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized to, at any time and from time to time, without prior notice to any Grantor, Loan Party (any such notice being expressly waived by the Borrower (on its own behalf Loan Parties) and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Agent or such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other obligations of the Loan Document, Parties either now or hereafter existingexisting under any Loan Document, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such Secured Obligations obligations may be contingent or unmatured or denominated unmatured; provided that in a currency different from the event that any Defaulting Lender shall exercise any such right of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained hereinsetoff, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to (a) all amounts so set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, shall be paid over immediately to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set set-off and application made by such Agent or such Lender or L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender Agents and each L/C Issuer the Lenders under this Section 6.08 12.05 are in addition to the other rights and remedies (including other rights of setoffset-off) that which the Administrative Agent, such Lender Agents and such L/C Issuer the Lenders may havehave under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each any Agent, the Revolving Loan Representative, the L/C Issuer or any Lender may, and its Affiliates is hereby authorized to, at any time and from time to time, without prior notice to any Grantor, Loan Party (any such notice being expressly waived by the Borrower (on its own behalf Loan Parties) and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing byby such Agent, such Lender and its Affiliates or such L/C Issuer and its Affiliatesthe Revolving Loan Representative, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its any of their respective Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) against any and all obligations of the Code unless Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and Agent, the Revolving Loan Representative, the L/C Issuer agrees promptly or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to notify the Borrower and the Administrative Agent or the Revolving Loan Representative, as the case may be, for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents, the Revolving Loan Representative, the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent or the Revolving Loan Representative, as the case may be, a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent, the Revolving Loan Representative, the L/C Issuer and each Lender agrees to notify such Loan Party promptly after any such set set-off and application made by such Lender or Agent, the Revolving Loan Representative, the L/C Issuer, as the case may be; provided, Issuer or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative AgentAgents, each Lender and each the Revolving Loan Representative, the L/C Issuer and the Lenders under this Section 6.08 12.05 are in addition to the other rights and remedies (including other rights of setoffset-off) that which the Administrative AgentAgents, such Lender and such the Revolving Loan Representative, the L/C Issuer and the Lenders may havehave under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Subsidiary Guarantor against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Subsidiary Guarantor now or hereafter existingexisting under this Guaranty owed to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the applicable deposit or IndebtednessAsset-Based Revolving Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 10 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Representative or any other Grantor, any such notice being waived by the Borrower Representative (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders Secured Parties provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of DefaultDefault exists or the Revolving Loans have been accelerated, each Lender and its Affiliates and each L/C Issuer and its Affiliates Secured Party is authorized at any time and from time to time, without prior notice to any Grantorthe Borrowers, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) Borrowers to the fullest extent permitted by applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Secured Party to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Borrower against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan DocumentSecured Party, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate Secured Party shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsunmatured. Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative AgentNOTWITHSTANDING THE FOREGOING, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative AgentNO LENDER OR LETTER OF CREDIT ISSUER SHALL EXERCISE ANY RIGHT OF SET-OFF, such Lender and such L/C Issuer may haveBANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER OR LETTER OF CREDIT ISSUER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Guarantor against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Guarantor now or hereafter existingexisting under this Guaranty owed to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the applicable deposit or IndebtednessFirst Lien Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 10 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates the Guarantor hereby irrevocably authorizes the Buyer and each L/C Issuer and of its Affiliates is authorized affiliates at any time and from time to time, time without prior notice to any Grantorthe Guarantor, any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set set-off and appropriate and apply any and all assets, at any time held or owing by the Guarantor or any of its affiliates to or for the credit or the account of the Guarantor, or any part thereof in such amounts as the Buyer or any of its affiliates may elect, against and on account of the obligations and liabilities of the Guarantor to the Buyer hereunder and claims of every nature and description of the Buyer or any of its affiliates against the Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at any time or owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as by the case may be, Buyer to or for the credit or the account of the respective Loan Parties Guarantor, or any part thereof in such amounts as the Buyer may elect, against and their Subsidiaries on account of the obligations and liabilities of the Guarantor to the Buyer hereunder and claims of every nature and description of the Buyer against the Guarantor, in any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or currency, whether arising hereunder, under any other Loan Documentthe Master Repurchase Agreement as the Buyer may elect, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have the Buyer has made any demand under this Agreement or any other Loan Document for payment and although such Secured Obligations obligations, liabilities and claims may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that such rights shall not exceed the maximum amount due hereunder at the time. The Buyer shall notify the Guarantor promptly of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuerthe Buyer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Buyer under this Section 6.08 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the Administrative Agent, such Lender and such L/C Issuer Buyer may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or under any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and each L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set off and application made by such Lender or such L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies Each of the Lenders provided Agent, LC Issuer, each Lender and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by Laweach Credit Party), upon the occurrence at any time and from time to time during the continuance of any Event of Default, each Lender Default and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawRequirements of Law (but in the case of each Lender and each Affiliate, after obtaining the prior written consent of the Agent), to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, but not including Excluded Accounts) at any time held by, and other Indebtedness Indebtedness, claims or other obligations at any time owing byby the Agent, LC Issuer, such Lender and its or any of their respective Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement Borrowers or any other Loan Document Credit Party against any Obligation of any Credit Party then due and although owing. None of any Lender nor LC Issuer shall exercise any such Secured Obligations may be contingent or unmatured or denominated in a currency different from that right of set-off without the prior consent of the applicable deposit Agent or IndebtednessRequired Lenders. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) Each of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Agent, LC Issuer, and each Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beits Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 9.11 are in addition to any other rights and remedies (including other rights of setoffset-off) that the Administrative Agent, the Lenders, their respective Affiliates and the other Secured Parties, may have. In addition to the foregoing, and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 1.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, LC Issuer, Swingline Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such L/C Issuer may haveDefaulting Lender as to which it exercised such right of set-off.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower each Grantor (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition Subject to any rights the further terms and remedies conditions set forth in Section 11.09 of the Credit Agreement, if an Event of Default shall have occurred and be continuing, each of the Lenders provided by Law, upon and the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer Issuer, and its Affiliates each of their respective Affiliates, is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates or such the L/C Issuer and its Affiliates, as the case may be, or any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries such Guarantor against any and all Secured Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingIssuer, irrespective of whether or not such Agent or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such Secured Guaranteed Obligations may be contingent or unmatured or denominated in are owed to a currency different from that branch or office of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no such Lender or its Affiliates and no L/C Issuer different from the branch or its Affiliates shall have a right to set off and apply any deposits held office holding such deposit or other Indebtedness owing by obligated on such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) indebtedness. Each of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender Lenders and the L/C Issuer agrees (by its acceptance hereof) promptly to notify the Borrower such Guarantor and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may be; provided, that however, that, the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each the L/C Issuer their respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Administrative Agent, such Lender and such L/C Issuer or their respective Affiliates may have.. Form of Guaranty

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates Lender, the Collateral Agent, the Administrative Agent and each L/C Issuer and its Affiliates Issuing Bank is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byby such Lender, such Lender and its Affiliates the Collateral Agent, the Administrative Agent, or such L/C Issuer and its Affiliates, as the case may beIssuing Bank, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any party to this Agreement against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, party now or hereafter existingexisting under this Agreement owed to such Lender, the Collateral Agent, the Administrative Agent or such Issuing Bank, irrespective of whether or not such Lender, the Collateral Agent, the Administrative Agent or such Lender or Affiliate Issuing Bank, shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent unmatured. The rights of each Lender, the Collateral Agent, the Administrative Agent and Issuing Bank under this Section 5.15 are in addition to other rights and remedies (including other rights of set-off) that such Lender, the Collateral Agent, the Administrative Agent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednesssuch Issuing Bank may have. Notwithstanding anything to the contrary contained herein, no Lender Secured Party or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender Secured Party or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Subsidiary Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Texas UCC or (ii) is a Subsidiary is not of a direct or indirect subsidiary of HoldingsPerson described in clause (i). Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any GrantorGuarantor, any such notice being waived by the Borrower each Guarantor (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent L/C Issuer or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 4.07 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each any Agent or any Lender may, and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized to, at any time and from time to time, without prior notice to any Grantor, Loan Party (any such notice being expressly waived by the Borrower (on its own behalf Loan Parties) and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Agent or such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other obligations of the Loan Document, Parties either now or hereafter existingexisting under any Loan Document, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such Secured Obligations obligations may be contingent or unmatured or denominated unmatured; provided that in a currency different from the event that any Defaulting Lender shall exercise any such right of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained hereinsetoff, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to (a) all amounts so set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, shall be paid over immediately to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set set-off and application made by such Agent or such Lender or L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender Agents and each L/C Issuer the Lenders under this Section 6.08 12.05 are in addition to the other rights and remedies (including other rights of setoffset-off) that which the Administrative Agent, such Lender Agents and such L/C Issuer the Lenders may have.have under this Agreement or any other Loan Documents of law or otherwise. 134

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 4.05 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates Lender, the Agent and each L/C Issuer and its Affiliates Issuing Bank is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byby such Lender, such Lender and its Affiliates the Agent or such L/C Issuer and its Affiliates, as the case may be, Issuing Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries any party to this Agreement against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, party now or hereafter existingexisting under this Agreement owed to such Lender, the Agent or such Issuing Bank, irrespective of whether or not such Lender, the Agent or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated unmatured. The rights of each Lender, the Agent and Issuing Bank under this Section 5.17 are in a currency different from addition to other rights and remedies (including other rights of set-off) that of such Lender, the applicable deposit or IndebtednessAgent and such Issuing Bank may have. Notwithstanding anything to the contrary contained herein, no Lender Secured Party or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender Secured Party or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Credit Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Subsidiary Guarantor against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Subsidiary Guarantor now or hereafter existingexisting under this Guaranty owed to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the applicable deposit or IndebtednessCredit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 10 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon (a) Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 9.02, each Lender and its Affiliates and each L/C Issuer and its Affiliates Issuing Bank is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Issuing Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower, against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the obligations of the Borrower now or hereafter existingexisting under any Loan Document and any Promissory Notes held by such Lender or the Issuing Bank Agreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Agent or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other such Loan Document and although Document, such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates Promissory Notes or such L/C Issuer or its AffiliatesIssuing Bank Agreement, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless and although such Subsidiary is not a direct or indirect subsidiary of Holdingsobligations may be unmatured. Each Lender and L/C Issuer Issuing Bank agrees promptly to notify promptly the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C IssuerIssuing Bank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Issuing Bank under this Section 6.08 11.05 are in addition to other rights and remedies (including other rights of setoffset-off) that the Administrative Agent, which such Lender and such L/C Issuer Issuing Bank may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (i) the occurrence and during the continuance of any Event of Default, each Lender Default and its Affiliates (ii) the making of the request or the granting of the consent specified by Section 8.01 to authorize the Agent to declare the Advances due and each payable pursuant to the provisions of Section 8.01 or to demand payment of (or cash collateralization of) all then outstanding L/C Issuer Obligations, each Lender, each Issuing Bank and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates Issuing Bank or any such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingParty, irrespective of whether or not such Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender Party different from that the branch or office holding such deposit or obligated on such indebtedness (it being understood and agreed that, notwithstanding anything in this Agreement or any of the applicable deposit or Indebtedness. Notwithstanding anything other Loan Documents to the contrary contained hereincontrary, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held accounts, deposits, sums, securities or other Indebtedness owing by such Lender property of any Foreign Subsidiary or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Foreign Subsidiary (including any Foreign Subsidiary that is a Loan Party which Party) will not serve at any time, directly or indirectly, to collateralize or otherwise offset the Obligations of the Parent Borrower or any Domestic Subsidiary, and, in addition, unless otherwise agreed to by the Parent Borrower, the accounts, deposits, sums, securities or other property of a Foreign Subsidiary or Subsidiary of a Foreign Subsidiary will only serve to collateralize or offset the Obligations of another Foreign Subsidiary or Subsidiary of a Foreign Subsidiary that is a Borrower and is not a “United States person” within the meaning Person for U.S. federal income tax purposes if such former Foreign Subsidiary or Subsidiary of Section 7701(a)(30) of the Code unless such a Foreign Subsidiary is not owned by such latter Foreign Subsidiary or Subsidiary of a direct Foreign Subsidiary that is a Borrower). The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or indirect subsidiary of Holdingstheir respective Affiliates may have. Each Lender and L/C Issuer each Issuing Bank agrees promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.202

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its Affiliates and each L/C Issuer and its Affiliates branches is hereby authorized at any time and from time to time, without after obtaining the prior notice to any Grantorwritten consent of the Administrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or any such L/C Issuer and its Affiliates, as the case may be, Affiliate or branch to or for the credit or the account of the respective Borrowers or any other Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing to such Lender and its Affiliates of the obligations of the Borrowers or such L/C Issuer and its Affiliates hereunder other Loan Party now or hereafter existing under this Agreement or any other Loan Document, now or hereafter existingDocument to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of the Borrowers or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the applicable deposit or Indebtedness. Notwithstanding anything Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the contrary contained herein, no Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or as to which it exercised such right of setoff. The rights of each Lender and its Affiliates and no L/C Issuer or its Affiliates shall have a right branches under this Section are in addition to set off other rights and apply any deposits held or remedies (including other Indebtedness owing by rights of setoff) that such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case branches may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingshave. Each Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each Lender, the L/C Issuer and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates or such the L/C Issuer and its Affiliates, as the case may be, or any such Affiliate to or for the credit or the account of the respective Borrowers or any other Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such the L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingIssuer, irrespective of whether or not such Agent or such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of the Borrowers or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, however, that none of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained hereinLenders, no Lender or its Affiliates and no L/C Issuer or its any of their respective Affiliates shall have a right may offset amounts owed by it to set off the European Borrower or deposits of the European Borrower held by it against amounts owed to such Person by the US Loan Parties (except in respect of the US Loan Parties’ guaranties of the European Obligations). The rights of each Lender, the L/C Issuer and apply any deposits held or their respective Affiliates under this Section are in addition to other Indebtedness owing by rights and remedies (including other rights of set-off) that such Lender or its Affiliates or such Lender, the L/C Issuer or its Affiliates, as the case their respective Affiliates may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingshave. Each Lender and the L/C Issuer 130 agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such set set-off and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and its Affiliates Party and each L/C Issuer and of its respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Secured of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the Borrower now or hereafter existingexisting under this Agreement and the Note or Notes held by such Lender Party, irrespective of whether or not such Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsunmatured. Each Lender and L/C Issuer Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuerapplication; PROVIDED, as the case may be; providedHOWEVER, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender Party and each L/C Issuer its respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that such Lender Party and its respective Affiliates may have. Notwithstanding anything in the foregoing to the contrary, no Lender Party shall exercise any right of set-off against any Loan Party with respect to the Borrower's Obligations under the Loan Documents without the prior written consent of the Administrative AgentAgent if the exercise of such right could limit or adversely affect the remedies available to the Lender Parties or restrict the order of the exercise of such remedies under any law applicable to the parties or to the exercise of any such remedies. If any Lender Party shall receive any payment or proceeds from any Loan Party in respect of the Obligations, such Person shall immediately pay such amounts to the Administrative Agent for distribution to the other Lender Parties in accordance with this Agreement and the other Loan Documents. In the event that any such L/C Issuer Lender Party improperly exercises any right of set off in violation of the terms of this Agreement, then such Person shall indemnify, defend and hold harmless the Administrative Agent and each of the other Persons among the Lender Parties from any loss or injury that may haveresult from such Person's exercise of its right of set off.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to Parent, the Borrower or any other Grantor, any such notice being waived by Parent, the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of DefaultDefault hereunder or under any Facility Document or failure by any Borrower or Guarantor to timely perform any of its or their Obligations as set forth herein or in the Loan Agreement, each the Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby irrevocably authorized at any time and from time to time, time without prior notice to any Grantorthe Guarantor, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at or owing by the Lender or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate thereof to or for the credit or the account of the respective Guarantor, or any part thereof in such amounts as the Lender may elect, on account of the liabilities of the Guarantor hereunder and claims of every nature and description of the Lender against the Guarantor, in any currency, whether arising hereunder, under the Loan Parties Agreement or otherwise, as the Lender may elect, whether or not the Lender has made any demand for payment and their Subsidiaries against although such liabilities and claims may be contingent or unmatured. Lender may set off cash, the proceeds of the liquidation of any of the Collateral and all Secured Obligations owing to such other sums or obligations owed by Lender and or its Affiliates to any Borrower Party against all of each Borrower Party’s obligations to Lender or such L/C Issuer and its Affiliates hereunder Affiliates, whether under this Guaranty or under any other Loan Documentagreement between the parties or between any Borrower Party and any Affiliate of the Lender, now or hereafter existingotherwise, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything obligations are then due, without prejudice to the contrary contained herein, no Lender Lender’s or its Affiliates and no L/C Issuer or its Affiliates shall have a Affiliate’s right to set recover any deficiency. The Lender shall notify the Guarantor of any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuerthe Lender, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the Administrative Agent, such Lender and such L/C Issuer may have. Upon an Event of Default in the performance of any obligations hereunder or under the Facility Documents, the Lender shall have the right to cause liquidation, termination or acceleration to the extent of any assets pledged by the Guarantor to secure its obligations hereunder or under any other agreement to which this Section 3 applies.

Right of Set-off. 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, each Lender and its Affiliates and each Lender, L/C Issuer and its any of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower each Grantor (on its own behalf and on behalf of each Grantor and of its Subsidiaries) ), 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such Lender, L/C Issuer and its Affiliates, as the case may be, or any of their respective Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such Lender, L/C Issuer and its their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender Lender, L/C Issuer or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be (i) owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness or (ii) contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no Lender, L/C Issuer or its any of their respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or its Affiliates or such Lender, L/C Issuer or its Affiliates, as the case may be, any of their respective Affiliates to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and Lender, each L/C Issuer and each Affiliate of any of the foregoing under this Section 6.08 6.07 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and Lender, such L/C Issuer or such Affiliate may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the AYE Lender Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each the AYE Lender and its Affiliates Agent and each L/C Issuer AYE Lender Party and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the AYE Lender Agent, such AYE Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) Borrower against any and all of the Code unless Obligations of such Subsidiary is not a direct Borrower now or indirect subsidiary hereafter existing under the AYE Loan Documents, irrespective of Holdingswhether the AYE Lender Agent or such AYE Lender Party shall have made any demand under this Agreement or such Note or Notes and although such Obligations may be unmatured. Each The AYE Lender Agent and L/C Issuer each AYE Lender Party agrees promptly to notify the Borrower and the Administrative Agent Borrowers after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each AYE Lender Agent and each L/C Issuer AYE Lender Party and their respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including other rights of setoffset-off) that the Administrative such Agent, such AYE Lender Party and such L/C Issuer their respective Affiliates may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of DefaultDefault hereunder or under any Facility Document or failure by Borrower or Guarantor to timely perform any of its or their Obligations as set forth herein or in the Loan Agreement, each the Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby irrevocably authorized at any time and from time to time, time without prior notice to any Grantorthe Guarantor, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at or owing by the Lender or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate thereof to or for the credit or the account of the respective Guarantor, or any part thereof in such amounts as the Lender may elect, on account of the liabilities of the Guarantor hereunder and claims of every nature and description of the Lender against the Guarantor, in any currency, whether arising hereunder, under the Loan Parties Agreement or otherwise, as the Lender may elect, whether or not the Lender has made any demand for payment and their Subsidiaries against although such liabilities and claims may be contingent or unmatured. Lender may set off cash, the proceeds of the liquidation of any of the Collateral and all Secured Obligations owing to such other sums or obligations owed by Lender and or its Affiliates to any Borrower Party against all of each Borrower Party’s obligations to Lender or such L/C Issuer and its Affiliates hereunder Affiliates, whether under this Guaranty or under any other Loan Documentagreement between the parties or between any Borrower Party and any Affiliate of the Lender, now or hereafter existingotherwise, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything obligations are then due, without prejudice to the contrary contained herein, no Lender Lender’s or its Affiliates and no L/C Issuer or its Affiliates shall have a Affiliate’s right to set recover any deficiency. The Lender shall notify the Guarantor of any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuerthe Lender, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the Administrative Agent, such Lender and such L/C Issuer may have. Upon an Event of Default in the performance of any obligations hereunder or under the Facility Documents, the Lender shall have the right to cause liquidation, termination or acceleration to the extent of any assets pledged by the Guarantor to secure its obligations hereunder or under any other agreement to which this Section 3 applies.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have. Governing Law; Jurisdiction; Service of Process. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE SITTING IN THE BOROUGH OF MANHATTAN (PROVIDED THAT IF NONE OF SUCH COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED HERETO. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION OR (IV) TO THE EXTENT THE COURTS REFERRED TO IN THE PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION OR PROCEEDING OR THE PARTIES OR PROPERTY SUBJECT HERETO.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates Issuing Bank, and each L/C Issuer and its Affiliates Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or Issuing Bank, or by such L/C Issuer and its Affiliates, as the case may bean Affiliate, to or for the credit or the account of the respective Loan Parties and their Subsidiaries (a) any U.S. Grantor against any of and all Secured Obligations owing to such Lender and its Affiliates the obligations then due of any Borrower or such L/C Issuer and its Affiliates hereunder any other Grantor now or hereafter existing under this Agreement or any other Loan Document, Document held by such Lender or Issuing Bank or (b) any Non-U.S. Subsidiary Grantor against any of and all the obligations then due of the Dutch Borrower or any other Non-U.S. Loan Party now or hereafter existingexisting under this Agreement or any other Loan Document held by such Lender or Issuing Bank, in each case, irrespective of whether or not such Agent or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent obligations of any Loan Party are not yet due or unmatured are owed to a branch, office or denominated in a currency different from that Affiliate of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates such Issuing Bank different from the branch, office or Affiliate holding such L/C Issuer deposit or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless obligated on such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and applicationindebtedness. The rights of the Administrative Agent, each Lender and Issuing Bank, and each L/C Issuer Affiliate of any of the foregoing, under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. Each Lender and Issuing Bank shall notify the Company and the Administrative Agent, Agent promptly after Exhibit K any such Lender setoff and application; provided that the failure to give notice shall not affect the validity of such L/C Issuer may havesetoff and application.

Right of Set-off. In addition Each Buyer Party and each of their respective Affiliates are hereby irrevocably authorized at any time and from time to any rights and remedies of the Lenders provided by Law, time upon the occurrence and during the continuance of any an Event of Default, each Lender Default and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any GrantorVFN Guarantor, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawVFN Guarantor, to set off and appropriate and apply any and all monies and other property of VFN Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at or owing by such Buyer Party or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of VFN Guarantor, or any part thereof in such amounts as such Buyer Party or any such Affiliate may elect, on account of VFN Guarantor’s Guaranty Obligations and liabilities hereunder and claims of every nature and description of the respective Loan Buyer Parties and their Subsidiaries against VFN Guarantor, in any and all Secured Obligations owing to currency, whether arising hereunder, under the Series 2000-XXXXX0 Xxxxxxxxxx Agreement or otherwise, as such Lender and its Affiliates Buyer Party or any such L/C Issuer and its Affiliates hereunder or under any other Loan DocumentAffiliate may elect, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement any Buyer Party or any other Loan Document such Affiliate has made any demand for payment and although such Secured VFN Guarantor’s Guaranty Obligations and liabilities and claims may be contingent or unmatured unmatured. The applicable Buyer Party or denominated in a currency different from that any such Affiliate shall notify VFN Guarantor promptly of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beBuyer Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Buyer Parties or any such Affiliate under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which any Buyer Party or any such Lender and such L/C Issuer Affiliate may have.

Right of Set-off. In addition to any rights and remedies of the Lenders and the Noteholders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates Noteholder and each L/C Issuer and its their respective Affiliates is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender or Noteholder and its their respective Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender or Noteholder and its Affiliates or such L/C Issuer and its their respective Affiliates hereunder or under any other Loan Term Debt Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall Noteholder and their respective Affiliates have made demand under this Agreement or any other Loan Term Debt Document and although such Secured Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or Noteholder different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer Noteholder or its their respective Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender Secured Party or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender Agent and each L/C Issuer Secured Party under this Section 6.08 8.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative AgentAgent and such Secured Party may have. Notwithstanding the provisions of this Section 8.08, if at any time any Secured Party or any of its Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Specified Government Accounts are deposited, such Lender and such L/C Issuer may havePerson shall waive the right of setoff set forth herein.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Documenthereunder, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii) of the Credit Agreement.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized the Guarantor hereby irrevocably authorizes MLMCI at any time and from time to time, time without prior notice to any Grantorthe Guarantor, any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at any time or owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, by MLMCI to or for the credit or the account of the respective Loan Parties Guarantor, or any part thereof in such amounts as MLMCI may elect, against and their Subsidiaries on account of the obligations and liabilities of the Guarantor to MLMCI hereunder and claims of every nature and description of MLMCI against the Guarantor, in any and all Secured Obligations owing to such Lender and its Affiliates currency, whether arising hereunder, under the Credit Agreement, any promissory note, or such L/C Issuer and its Affiliates hereunder or under any other Loan Documentotherwise, now or hereafter existingas MLMCI may elect, irrespective of whether or not such Agent or such Lender or Affiliate shall have MLMCI has made any demand under this Agreement or any other Loan Document for payment and although such Secured Obligations obligations, liabilities and claims may be contingent or unmatured or denominated in a currency different from that unmatured. MLMCI shall notify the Guarantor promptly of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C IssuerMLMCI, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer MLMCI under this Section 6.08 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, such Lender and such L/C Issuer which MLMCI may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates Secured Party and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, Pledgor or any other Obligor (any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawother Obligors), to set off setoff and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding the funds held in accounts clearly designated as escrow or trust accounts held by any Pledgor for the benefit of Persons which are not Affiliates of any Pledgor, whether or not such setoff results in any loss of interest or other penalty, and including without limitation all certificates of deposit) at any time held byheld, and any other funds or Property at any time held, and other Indebtedness at any time owing by, by such Lender and its Affiliates Secured Party or any such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower or any other Obligor against any and all Secured of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall Secured Party will have made any demand under the Loan Agreement, this Agreement Pledge Agreement, the Notes or any other Loan Document and although such Secured Obligations obligations of the Pledgor may be contingent or unmatured or denominated in are owed to a currency branch or office of such Secured Party different from that the branch or office holding such deposit or obligated on such indebtedness. Should the right of any Secured Party to realize funds in any manner set forth hereinabove be challenged and any application of such funds be reversed, whether by court order or otherwise, the Secured Parties shall make restitution or refund to the applicable Pledgor pro rata in accordance with their (or their Affiliates’) Revolving Loan Commitments. Each Secured Party agrees to promptly notify the Borrower, on behalf of the applicable deposit or Indebtedness. Notwithstanding anything to Pledgors, and the contrary contained hereinAgent, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) on behalf of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent Secured Parties, after any such set off setoff and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall will not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender Agent and each L/C Issuer the Secured Parties and their respective Affiliates under this Section 6.08 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that which the Administrative Agent, such Lender and such L/C Issuer Agent or the Secured Parties may have. This Section is subject to the terms and provisions of Sections 4.5 and 11.8 of the Loan Agreement.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon (1) Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is of the Lenders is, subject (as between the Lenders) to the provisions of subsection (3) of this Section 12.25, hereby authorized at any time and from time to time, without prior notice to any Grantor, Borrower (any such notice being expressly waived by the Borrower (on its own behalf Borrower) and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held byheld, and other Indebtedness indebtedness at any time owing byowing, by such Lender and in any of its Affiliates offices, in Dollars or such L/C Issuer and its Affiliates, as the case may bein any other currency, to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower (but specifically excluding Guarantor or any other Affiliate of Borrower) against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, of the respective obligations of Borrower now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such Agent or such Lender or Affiliate any other Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such Secured Obligations obligations may be contingent or unmatured and such deposits or denominated indebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, banker’s lien, or similar rights against any deposit or other indebtedness of Borrower whether or not located in a currency different California or any other state with certain laws restricting lenders from that pursuing multiple collection methods, could result under such laws in significant impairment of the applicable deposit or Indebtednessability of all the Lenders to recover any further amounts in respect of the Loan. Notwithstanding anything to the contrary contained hereinTherefore, each Lender agrees that no Lender shall exercise any such right of set-off, banker’s lien, or its Affiliates and no L/C Issuer otherwise, against any assets of Borrower (including all general or its Affiliates shall have a right to set off and apply any deposits held special, time or demand, provisional or other Indebtedness deposits and other indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary Borrower) without the prior written consent of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and applicationRequired Lenders. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.112­

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Subsidiary Guarantor against any of and all Secured Obligations owing to the obligations of such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Subsidiary Guarantor now or hereafter existingexisting under this Guaranty owed to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.08 of the applicable deposit or IndebtednessFirst Lien Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 10 are in addition to other rights and remedies (including other rights of setoffset off) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (i) the occurrence and during the continuance of any Event of Default, each Lender Default and its Affiliates (ii) the making of the request or the granting of the consent specified by Section 8.01 to authorize the Agent to declare the Advances due and each payable pursuant to the provisions of Section 8.01 or to demand payment of (or cash collateralization of) all then outstanding L/C Issuer Obligations, each Lender, each Issuing Bank and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates Issuing Bank or any such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingParty, irrespective of whether or not such Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender Party different from that the branch or office holding such deposit or obligated on such indebtedness (it being understood and agreed that, notwithstanding anything in this Agreement or any of the applicable deposit or Indebtedness. Notwithstanding anything other Loan Documents to the contrary contained hereincontrary, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held accounts, deposits, sums, securities or other Indebtedness owing by such Lender property of any Foreign Subsidiary or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Foreign Subsidiary (including any Foreign Subsidiary that is a Loan Party which Party) will not serve at any time, directly or indirectly, to collateralize or otherwise offset the Obligations of the Parent Borrower or any Domestic Subsidiary, and, in addition, unless otherwise agreed to by the Parent Borrower, the accounts, deposits, sums, securities or other property of a Foreign Subsidiary or Subsidiary of a Foreign Subsidiary will only serve to collateralize or offset the Obligations of another Foreign Subsidiary or Subsidiary of a Foreign Subsidiary that is a Borrower and is not a “United States person” within the meaning Person for U.S. federal income tax purposes if such former Foreign Subsidiary or Subsidiary of Section 7701(a)(30) of the Code unless such a Foreign Subsidiary is not owned by such latter Foreign Subsidiary or Subsidiary of a direct Foreign Subsidiary that is a Borrower). The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or indirect subsidiary of Holdingstheir respective Affiliates may have. Each Lender and L/C Issuer each Issuing Bank agrees promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. 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 subject to the limitations set forth in Section 10.09 of the Credit Agreement, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon (1) Upon the occurrence and during the continuance of any Event of Default, each Lender of the Lenders and its respective Affiliates and each L/C Issuer and its Affiliates is is, subject (as between the Lenders) to the provisions of Section 12.25(3), hereby authorized at any time and from time to time, without prior notice to any Grantor, Borrower (any such notice being expressly waived by the Borrower (on its own behalf each Borrower) and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off set‑off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held byheld, and other Indebtedness at any time owing byowing, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or by such Lender or Affiliate shall have made demand under this Agreement in any of its offices, in Dollars or in any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may becurrency, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) Borrower against any and all of the Code unless respective obligations of any Borrower now or hereafter existing under the Loan Documents, irrespective of whether or not such Subsidiary is not a direct Lender or indirect subsidiary of Holdingsany other Lender shall have made any demand hereunder and although such obligations may be contingent or unmatured and such deposits or Indebtedness may be unmatured. Each Lender and L/C Issuer hereby acknowledges that the exercise by any Lender or any of its Affiliates of offset, set‑off, banker’s lien, or similar rights against any deposit or other Indebtedness of any Borrower whether or not located in any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such laws in significant impairment of the ability of all the Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees promptly to notify the Borrower and the Administrative Agent after that no Lender or any of its respective Affiliates shall exercise any such set off right of set‑off, banker’s lien, or otherwise, against any assets of any Borrower (including all general or special, time or demand, provisional or other deposits and application made other Indebtedness owing by such Lender or L/C Issuer, as its Affiliates to or for the case may be; provided, that credit or the failure to give such notice shall not affect account of any Borrower) without the validity prior written consent of such setoff Administrative Agent and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may haveRequired Lenders.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of DefaultDefault hereunder or under any Program Document or failure by the Sellers or Guarantor to timely perform any of its or their Obligations as set forth herein or in the Repurchase Agreement, each Lender and its Affiliates and each L/C Issuer and its Affiliates the Buyer is hereby irrevocably authorized at any time and from time to time, time without prior notice to any Grantorthe Guarantor, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at or owing by the Buyer or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate thereof to or for the credit or the account of the respective Loan Parties Guarantor, or any part thereof in such amounts as the Buyer may elect, on account of the liabilities of the Guarantor hereunder and their Subsidiaries claims of every nature and description of the Buyer against the Guarantor, in any currency, whether arising hereunder, under the Repurchase Agreement or otherwise, as the Buyer may elect, whether or not the Buyer has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Buyer may set off cash, the proceeds of the liquidation of any of the Purchased Items and all Secured Obligations owing to such Lender and other sums or obligations owed by Buyer or its Affiliates to a Seller or such L/C Issuer and Guarantor against all of Sellers’ or Guarantor’s obligations to Buyer or its Affiliates hereunder Affiliates, whether under this Guaranty or under any other Loan Documentagreement between the parties or between any Seller or Guarantor or any other guarantor and any Affiliate of the Buyer, now or hereafter existingotherwise, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything obligations are then due, without prejudice to the contrary contained herein, no Lender Buyer’s or its Affiliates and no L/C Issuer or its Affiliates shall have a Affiliate’s right to set recover any deficiency. The Buyer shall notify the Guarantor of any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuerthe Buyer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Buyer under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the Administrative Agent, such Lender and such L/C Issuer Buyer may have. Upon an Event of Default in the performance of any obligations hereunder or under the Program Documents, the Buyer shall have the right to cause liquidation, termination or acceleration to the extent of any assets pledged by the Guarantor to secure its obligations hereunder or under any other agreement to which this Section 3 applies.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates Lender, each Synthetic Investor and each L/C Issuer and its Affiliates Affiliate of any of them is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Synthetic Investor or any of their respective Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Secured of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of existing whether or not such Agent Lender or such Lender or Affiliate Synthetic Investor shall have made any demand under this Agreement or any other Loan Document and although even though such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsunmatured. Each Lender and L/C Issuer each Synthetic Investor agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender or L/C Issuer, as the case may besuch Synthetic Investor or their respective Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Synthetic Investor under this Section 6.08 11.6 are in addition to the other rights and remedies (including other rights of setoffset-off) that the Administrative Agent, such Lender and or such L/C Issuer Synthetic Investor may have. Notwithstanding the foregoing or any contrary provision contained herein, in any other Loan Document or in any other agreement between the Borrower or any Subsidiary of the Borrower, on the one hand, and any Secured Party or any Affiliate of any Secured Party, on the other hand, neither any Secured Party nor any Affiliate of any Secured Party shall have, and each Secured Party hereby waives and relinquishes, any right to set off any deposits (general or special, time or demand, provisional or final) held by such Secured Party or Affiliate to or for the credit or the account of the Borrower or any Subsidiary of the Borrower against any or all of the Obligations if such deposits are, and are identified by the Borrower as, the proceeds of a capital contribution made by MI or an Affiliate of MI to the Borrower or a Subsidiary of the Borrower in connection with the Contingent MI Payment.

Right of Set-off. In addition Upon: (i) the filing of a petition under any of the provisions of the Bankruptcy Code or amendments thereto, by or against; (ii) the making of an assignment for the benefit of creditors by; (iii) the application for the appointment, or the appointment, of any receiver of, or of any substantial portion of the property of; (iv) the issuance of any execution against any substantial portion of the property of; (v) the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any rights and remedies substantial portion of the Lenders provided by Lawproperty of; or (vi) the issuance of a warrant of attachment against any substantial portion of the property of, upon the occurrence and during the continuance of any Event of DefaultBorrower, each of Bermuda Holdings and Stratus Bermuda hereby irrevocably authorizes each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, time without prior notice to Bermuda Holdings or Stratus Bermuda or any GrantorSubsidiary Guarantor, any such notice being expressly waived by the Borrower (on its own behalf Bermuda Holdings and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawStratus Bermuda, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at any time or owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of Bermuda Holdings and/or Stratus Bermuda , or any part thereof in such amounts as such Lender may elect, against and on account of the respective Loan Parties obligations and their Subsidiaries against any liabilities of Bermuda Holdings and all Secured Obligations owing Stratus Bermuda to such Lender and its Affiliates hereunder, the Notes, or the other Credit Documents, as such L/C Issuer and its Affiliates hereunder or under any other Loan DocumentLender may elect, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such any Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Document for payment and although such Secured Obligations obligations, liabilities and claims may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything Each Lender agrees to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, notify Bermuda Holdings and/or Stratus Bermuda (as the case may be, to or for the credit or the account ) promptly of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower set-off and the Administrative Agent after any such set off and application made by such Lender or L/C IssuerLender, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender Secured Party and any of its Affiliates and each L/C Issuer and its respective Affiliates is authorized at any time and from time to time, without prior notice to any GrantorGuaranty Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) Guaranty Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) in any currency at any time held by, and other Indebtedness in any currency (in each case whether direct or indirect, absolute or contingent, matured or unmatured) at any time held or owing by, such Lender and Secured Party or any of its respective Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective any Loan Parties Party and their Subsidiaries any Subsidiary of any Loan Party against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer Secured Party and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender Secured Party or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender Secured Party or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender Secured Party or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of HoldingsParent. Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Secured Parties under this Section 6.08 4.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer Secured Parties may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event a Default pursuant to Section 8.01(a) or (b) the making of Defaultthe request or the granting of the consent specified by Section 8.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.01, each Lender and its Affiliates and each L/C Issuer and its Affiliates Bank (other than a Defaulting Bank) is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates Bank or any affiliate of such L/C Issuer and its Affiliates, as the case may be, Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower or thea Guarantor (but not any other Person) against any and all Secured Obligations owing to such Lender and its Affiliates of the obligations of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, thea Guarantor now or hereafter existingexisting under the Credit Documents, irrespective of whether or not such Agent or such Lender or Affiliate Bank shall have made any demand under this Agreement or any other Loan Credit Document and although such Secured Obligations obligations may be contingent unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower or unmatured thea Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to Third Party Funds, such Bank shall promptly return such Third Party Funds to the Borrower or denominated thea Guarantor, as applicable, provided further that in a currency different from the event that any Defaulting Bank shall receive any property of the applicable deposit Borrower or Indebtedness. Notwithstanding anything a Guarantor or payment (including by purported right of set off or otherwise), (x) all amounts so received shall be paid over immediately to the contrary contained hereinAdministrative Agent for further application in accordance with the provisions of Section 2.18 and, no Lender or its Affiliates and no L/C Issuer or its Affiliates pending such payment, shall have a right to set off and apply any deposits held or other Indebtedness owing be segregated by such Lender or Defaulting Bank from its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or other funds and deemed held in trust for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) benefit of the Code unless Administrative Agent and the other Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations owing to such Subsidiary is not a direct Defaulting Bank as to which it received such property or indirect subsidiary of Holdingspayment. Each Lender and L/C Issuer Bank agrees promptly to notify the Borrower and the Administrative Agent applicable Guarantor promptly after any such set set-off and application made by such Lender or L/C IssuerBank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Bank under this Section 6.08 10.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which such Lender and such L/C Issuer Bank may have.

Right of Set-off. In addition to any rights and remedies of the Lenders Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender Secured Party and any of its Affiliates and each L/C Issuer and its respective Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 any currency at any time held by, and other Indebtedness in any currency (in each case whether direct or indirect, absolute or contingent, matured or unmatured) at any time held or owing by, such Lender and Secured Party or any of its respective Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective any Loan Parties Party and their Subsidiaries any Subsidiary of any Loan Party against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer Secured Party and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender Secured Party or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender Secured Party or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender Secured Party or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of HoldingsParent. Each Lender and L/C Issuer Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beSecured Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Secured Parties under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer Secured Parties may have. The provisions of this Section 6.08 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing to such Lender and its Affiliates of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Party now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no The Administrative Agent and each Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or such Loan Party after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, Agent and each Lender and each L/C Issuer their respective Affiliates under this Section 6.08 9.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, such Lender and such L/C Issuer their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), without prior notice to the Lead Borrower or any Grantorother Loan Party, any such notice being waived by the Lead Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender and its Affiliates or Affiliate shall such L/C Issuer and its Affiliates have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsthe Borrowers. Each Lender and L/C Issuer agrees promptly to notify the Lead Borrower and the Administrative Agent promptly after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 8.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates Party and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing to such Lender and its Affiliates of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Party now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such Secured Obligations obligations may be contingent or unmatured or denominated in unmatured. If such deposits are not pledged pursuant to a currency different from that valid security agreement, the prior written consent of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates Administrative Agent shall have a be obtained before any right to of set off shall be exercised. The Administrative Agent and apply any deposits held or other Indebtedness owing by such each Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or such Loan Party after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, Agent and each Lender Party and each L/C Issuer their respective Affiliates under this Section 6.08 9.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, such Lender Party and such L/C Issuer their respective Affiliates may have.

Right of Set-off. In addition to If any rights and remedies one or more Events of Default shall have occurred, whether or not the Secured Party shall have made any demand under any of the Lenders provided by LawLoan Documents, upon and regardless of the occurrence and during the continuance adequacy of any Event Collateral for the Obligations or other means of Defaultobtaining repayment of the Obligations, each Lender the Secured Party shall have the right, and its Affiliates is specifically authorized hereby to setoff against and each L/C Issuer and its Affiliates is authorized at apply to the then unpaid balance of the Obligations any time and from time to time, without prior notice to items or funds of the Debtor and/or any Grantor, any such notice being waived Obligor held by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawSecured Party or any Affiliate, to set off and apply any and all deposits (whether general or special, time or demand, provisional matured or finalunmatured) or any other property of the Debtor and/or any Obligor, including, without limitation, securities and/or certificates of deposit, now or hereafter maintained by the Debtor and/or any Obligor for its or their own account with the Secured Party or any Affiliate, and any other indebtedness at any time held by, and other Indebtedness at or owing by the Secured Party or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries against Debtor and/or any and all Secured Obligations owing to Obligor, even if effecting such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated set-off results in a currency different from that loss or reduction of interest or the imposition of a penalty applicable to the early withdrawal of time deposits. For such purpose, the Secured Party shall have, and the Debtor hereby grants to the Secured Party, a first priority lien on and security interest in such deposits, property, funds, and accounts, and the proceeds thereof. The Debtor further authorizes any Affiliate, upon and following the occurrence of an Event of Default, at the request of the applicable deposit or Indebtedness. Notwithstanding anything Secured Party, and without notice to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may beDebtor, to or turn over to the Secured Party any property of the Debtor, including, without limitation, funds and securities held by the Affiliate for the credit Debtor’s account, and to debit any deposit account maintained by the Debtor with such Affiliate (even if such deposit account is not then due or there results a loss or reduction of interest or the account of any Subsidiary imposition of a Loan penalty in accordance with law applicable to the early withdrawal of time deposits), in the amount requested by the Secured Party which is not a “United States person” within up to the meaning of Section 7701(a)(30) amount of the Code unless Obligations, and to pay or transfer such Subsidiary is not a direct amount or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly property to notify the Borrower and Secured Party for application to the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may haveObligations.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Lead Borrower or any Grantorother Loan Party, any such notice being waived by the Lead Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender and its Affiliates or Affiliate shall such L/C Issuer and its Affiliates have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdingsthe Borrowers. Each Lender and L/C Issuer agrees promptly to notify the Lead Borrower and the Administrative Agent promptly after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 8.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have. Notwithstanding the provisions of this Section 8.08, if at any time any Lender, the L/C Issuers or any of their respective Affiliates maintains one or more deposit accounts for any Borrower or any other Loan Party into which Specified Government Accounts are deposited, such Person shall waive the right of setoff set forth herein.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower and each Loan Party (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Lender or such Lender Affiliate or L/C Issuer or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any an Event of DefaultDefault and the commencement of remedies described in Section 9.2, each Supplemental Credit Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior presentment, demand, protest or other notice to of any Grantor, any such notice kind (all of which rights being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived), to set 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Supplemental Credit Lender (including, without limitation branches, agencies or its Affiliates or of such L/C Issuer or its Affiliates, as the case may be, Supplemental Credit Lender wherever located) to or for the credit or the account of any Subsidiary Credit Party against obligations and liabilities of such Credit Party to the Supplemental Credit Lenders hereunder, under the Tranche A Term Loan Notes, under the Tranche B Term Loan Notes, the other Supplemental Credit Documents or otherwise, irrespective of whether the Agent or the Supplemental Credit Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off 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. The Credit Parties hereby agree that any Person purchasing a Loan Party which is not a “United States person” within participation in the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower Tranche A Term Loans and the Administrative Agent after any such set off Tranche A Term Loan Committed Amount and/or Tranche B Term Loans and application made by such Lender Tranche B Term Loan Committed Amount hereunder pursuant to Section 11.3(c) or L/C Issuer, as the case 3.9 may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The exercise all rights of the Administrative Agent, each set-off with respect to its participation interest as fully as if such Person were a Supplemental Credit Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may havehereunder.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties Grantors and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or under any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or such L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Collateral Agent, such Lender and such L/C Issuer may have.. 13 Project Charter Intellectual Property Security Agreement

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantorthe Guarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) it 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent L/C Issuer or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Guaranteed Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower Guarantor, the U.S. Borrowers and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 4.07 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates Lender, the Agent and each L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byby such Lender, such Lender and its Affiliates the Agent or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries any party to this Agreement against any of and all Secured Obligations owing the obligations of such party now or hereafter existing under this Agreement owed to such Lender and its Affiliates Lender, the Agent or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingIssuer, irrespective of whether or not such Lender, the Agent or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from unmatured; provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the applicable deposit or IndebtednessCredit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its Affiliates and no L/C Issuer or its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by by, such Lender or any of its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary subsidiary of a Loan Party which that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such Subsidiary subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Lender, the Administrative Agent, each Lender Agent and each L/C Issuer under this Section 6.08 7.17 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, the Administrative Agent, such Lender Agent and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of The Guarantor hereby irrevocably authorizes the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates Trustee and each L/C Issuer and its Affiliates is authorized Holder at any time and from time to timetime (i) upon the occurrence and continuance beyond the applicable grace period, if any, of an Event of Default of the kind described in clause (h) or (i) of Section 6.1 of the Indenture, or (ii) upon the occurrence and continuance beyond the applicable grace period, if any, of any other Event of Default and at the discretion of the Holders of at least 33-1/3% (in the case of any Event of Default specified in clause (a) of Section 6.1 of the Indenture) or 50% (in the case of any other Event of Default) in aggregate principal amount of the Bonds then outstanding, without prior notice to any Grantorthe Guarantor, any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at any time or owing by, such Lender and its Affiliates by the Trustee or such L/C Issuer and its Affiliates, as the case may be, Holder to or for the credit or the account of the respective Loan Parties and their Subsidiaries against Guarantor, or any and all Secured Obligations owing to part thereof in such Lender and its Affiliates amounts as the Trustee or such L/C Issuer Holder may elect, against and its Affiliates on account of the obligations and liabilities of the Guarantor to the Trustee or such Holder hereunder and claims of every nature and description of the Trustee or such Holder against the Guarantor, in any currency, whether arising hereunder, under the Indenture, any other Loan DocumentBond Financing Document or otherwise, now as the Trustee or hereafter existingsuch Holder may elect, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement the Trustee or any other Loan Document Holder has made any demand for payment and although such Secured Obligations obligations, liabilities and claims may be contingent or unmatured or denominated in a currency different from that unmatured. The Trustee and each Holder shall notify the Guarantor promptly of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by the Trustee or such Lender or L/C IssuerHolder of the proceeds thereof, as the case may be; provided, PROVIDED that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender Trustee and each L/C Issuer Holder under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the Administrative Agent, Trustee or such Lender and such L/C Issuer Holder may have.

Right of Set-off. 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, each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any GrantorGuarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) Guarantor 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer Agent and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder to or under for the credit or the account of the respective Guarantor against any other Loan Documentand all obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Agent and its Affiliates, such Lender and its Affiliates or such Lender or Affiliate L/C Issuer and its Affiliates shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no none of each Agent and its Affiliates, each Lender or and its Affiliates and no each L/C Issuer or and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party Guarantor which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary Subsidiary of Holdingsthe Borrowers. Each Lender and L/C Issuer agrees promptly to notify the Borrower relevant Guarantor and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative each Agent, each Lender and each L/C Issuer under this Section 6.08 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative such Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition Each Buyer Party and each of their respective Affiliates are hereby irrevocably authorized at any time and from time to any rights and remedies of the Lenders provided by Law, time upon the occurrence and during the continuance of any an Event of Default, each Lender Default and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any GrantorGuarantor, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawGuarantor, to set off and appropriate and apply any and all monies and other property of such Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at or owing by such Buyer Party or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of such Guarantor, or any part thereof in such amounts as such Buyer Party or any such Affiliate may elect, on account of such Guarantor’s Guaranty Obligations and liabilities hereunder and claims of every nature and description of the respective Loan Buyer Parties and their Subsidiaries against such Guarantor, in any and all Secured Obligations owing to currency, whether arising hereunder, under the Series 2023-MSRVF1 Repurchase Agreement or otherwise, as such Lender and its Affiliates Buyer Party or any such L/C Issuer and its Affiliates hereunder or under any other Loan DocumentAffiliate may elect, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement any Buyer Party or any other Loan Document such Affiliate has made any demand for payment and although such Secured Guarantor’s Guaranty Obligations and liabilities and claims may be contingent or unmatured unmatured. The applicable Buyer Party or denominated in a currency different from that any such Affiliate shall notify each Guarantor promptly of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beBuyer Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Buyer Parties or any such Affiliate under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which any Buyer Party or any such Lender and such L/C Issuer Affiliate may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon (a) Upon the occurrence and during the continuance of any Event of Default, each and in addition to (and without limitation of) any right of set-off, banker’s lien or counterclaim the Lender may otherwise have, the Lender may, and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by the Borrower to, at any time and from time to time, without prior notice to any Grantor, the Borrower (any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) Borrower), to the fullest extent permitted by applicable Lawlaw, 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 Lender to or for the credit or the account of the Borrower against any and all Obligations now or hereafter existing under any Loan Document, irrespective of whether or not the Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured. During the continuance of any Event of Default, the Lender may, and is hereby authorized to, at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower), to the fullest extent permitted by law, 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, such by the Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingexisting under any Loan Document, irrespective of whether or not such Agent or such the Lender or Affiliate shall have made any demand under this Agreement hereunder or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessthereunder. Notwithstanding anything to the contrary contained herein, no The Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Collateral Agent promptly after any such set set-off and application made by such Lender or L/C Issuerthe Lender, as the case may be; provided, provided that the failure to give such notice to the Borrower shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 14.06 are in addition to other rights and remedies (including other rights of setoff) that which the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon the occurrence and during the continuance of any ---------------- a Rating Event or of an Amortization Event of Defaultthe type described in subsection 8.1(a), each Lender and its Affiliates (b), (i) or (j) of the Purchase Agreement, the Managing Facility Agent and each L/C Issuer and its Affiliates is Purchaser are hereby irrevocably authorized at any time and from time to time, time without prior notice to any GrantorRAC, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawRAC, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at any time or owing by, such Lender and its Affiliates by the Managing Facility Agent or such L/C Issuer and its Affiliates, as the case may be, Purchaser to or for the credit or the account of RAC, or any part thereof in such amounts as the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates Managing Facility Agent or such L/C Issuer Purchaser may elect, on account of the liabilities of RAC hereunder and its Affiliates claims of every nature and description of the Managing Facility Agent or any Purchaser against RAC, whether arising hereunder or under any other Loan Documentthe Purchase Agreement, now as the Managing Facility Agent or hereafter existingsuch Purchaser may elect, irrespective of whether or not such the Managing Facility Agent or such Lender or Affiliate shall have Purchaser has made any demand under this Agreement or any other Loan Document for payment and although such Secured Obligations liabilities and claims may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates The Managing Facility Agent and no L/C Issuer or its Affiliates each Purchaser shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account notify RAC promptly of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower set-off made by it and the Administrative Agent after any such set off and application made by such Lender or L/C Issuerit of the proceeds thereof, as the case may be; provided, provided that the failure to give such notice shall -------- not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender Managing Facility Agent and each L/C Issuer Purchaser under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which the Administrative Agent, Managing Facility Agent or such Lender and such L/C Issuer Purchaser may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall occur and be continuing, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantorthe Agents, any such notice being waived Lender, Swing Lender or Issuing Bank to whom any obligation is owed by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates Guarantor hereunder or under any other Loan DocumentDocument or any participant of such Lender, Swing Lender or Issuing Bank which has agreed in writing to be bound by the provisions of Section 11.12 and any branch, Subsidiary or Affiliate of such Lender, Swing Lender or Issuing Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Guarantor, to set-off against and apply to the then unpaid balance of all the Guaranteed Obligations any debt owing to, and any other funds held in any manner for the account of, any of the Guarantors by such Agent, Lender, Swing Lender or Issuing Bank or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter existingmaintained by any of the Guarantors for its own account (but not including funds held in custodian or trust accounts) with such Agent, irrespective of Lender, Swing Lender or Issuing Bank or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Agent, Lender, Swing Lender or Issuing Bank shall have made any demand under this Agreement, whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness debt owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or funds held for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary Guarantors is not a direct or indirect subsidiary are matured or unmatured and regardless of Holdings. Each Lender and L/C Issuer agrees promptly the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to notify the Borrower and the Administrative Agent after any such set off and application made by such Agent, Lender, Swing Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may haveIssuing Bank.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of Borrower or any other party to a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) Document against any and all of the Code unless Obligations of any such Subsidiary is Borrower or such other party now or hereafter existing under the Loan Documents, irrespective of whether the Administrative Agent or such Lender shall have made any demand under this Agreement or any Note or Notes and although such obligations may be unmatured. If such deposits are not pledged pursuant to a direct or indirect subsidiary valid security agreement, the prior written consent of Holdingsthe Administrative Agent shall be obtained before any right of set-off shall be exercised. Each The Administrative Agent and each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent Borrowers or such other party after any such set set-off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, Agent and each Lender and each L/C Issuer their respective Affiliates under this Section 6.08 9.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, such Lender and such L/C Issuer their respective Affiliates may have.. Notwithstanding the foregoing, the Administrative Agent and the Lenders shall have no set off rights against deposits which are subject to a security interest or rights in favor of another lender, or which are held for the benefit of any other Person, in each case to the extent that such lender or other Person is not an Affiliate of the Operating Partnership. 110

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates and each L/C Issuer and of its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness indebtedness (in whatever currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, Affiliate to or for the credit or the account of any Subsidiary Obligor against any of and all the obligations of any Obligor now or hereafter existing under this Agreement or any other Financing Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Financing Document and although such obligations may be contingent or unmatured or are owed to a Loan Party 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 under this Section are in addition to other rights and remedies (including other rights of setoff) which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct Lender or indirect subsidiary of Holdingsits Affiliates may have. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuerapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights Notwithstanding the provisions of this Section 12.08, if at any time any Lender, the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agentdeposited, such Lender and such L/C Issuer may havePerson shall waive the right of setoff set forth herein.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and its Affiliates Lender, each Issuing Bank, and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates Issuing Bank or any such L/C Issuer and its Affiliates, as the case may beAffiliate, to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder Issuing Bank or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent Lender, such Issuing Bank or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and 138 although such Secured Obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency different from that branch, office or Affiliate of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or other funds and deemed held in trust for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) benefit of the Code unless Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Subsidiary is not a direct Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or indirect subsidiary of Holdingstheir respective Affiliates may have. Each Lender and L/C Issuer each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuer, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition Each Buyer Party and each of their respective Affiliates are hereby irrevocably authorized at any time and from time to any rights and remedies of the Lenders provided by Law, time upon the occurrence and during the continuance of any an Event of Default, each Lender Default and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to any GrantorVFN Guarantor, any such notice being hereby waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable LawVFN Guarantor, to set off and appropriate and apply any and all monies and other property of VFN Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at or owing by such Buyer Party or any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of VFN Guarantor, or any part thereof in such amounts as such Buyer Party or any such Affiliate may elect, on account of VFN Guarantor’s Guaranty Obligations and liabilities hereunder and claims of every nature and description of the respective Loan Buyer Parties and their Subsidiaries against VFN Guarantor, in any and all Secured Obligations owing to currency, whether arising hereunder, under the Series 2000-XXXXXXX0 Xxxxxxxxxx Agreement or otherwise, as such Lender and its Affiliates Buyer Party or any such L/C Issuer and its Affiliates hereunder or under any other Loan DocumentAffiliate may elect, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement any Buyer Party or any other Loan Document such Affiliate has made any demand for payment and although such Secured VFN Guarantor’s Guaranty Obligations and liabilities and claims may be contingent or unmatured unmatured. The applicable Buyer Party or denominated in a currency different from that any such Affiliate shall notify VFN Guarantor promptly of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set any such set-off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beBuyer Party; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer Buyer Parties or any such Affiliate under this Section 6.08 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Administrative Agent, which any Buyer Party or any such Lender and such L/C Issuer Affiliate may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, Agent and each Lender and each L/C Issuer under this Section 6.08 4.05 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, Agent and such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights now or hereafter granted under applicable law and remedies not by way of limitation of any such rights, each Lender and the Lenders provided by LawIssuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of DefaultDefault under Sections 8.1(a), each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time(b), (h) or (i), without prior notice to any Grantorthe Borrower, any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and against all deposits (general or special, time or demand, provisional or finalfinal but excluding all trust, payroll, tax withholding, employee benefit and other accounts relating to insurance premiums and payments of claims which are required by applicable law or contract to be segregated from the Loan Parties’ other funds) of the Borrower at any time held by, and or other Indebtedness obligations at any time owing by, by such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, Issuing Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliatesthe Issuing Bank, as the case may be, to or for the credit irrespective of whether such Lender or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless Issuing Bank shall have made demand hereunder and although such Subsidiary is not a direct or indirect subsidiary of HoldingsObligations may be unmatured. Each Lender and L/C Issuer the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent Borrower after any such set set-off and any application made by such Lender or L/C Issuerthe Issuing Bank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Each Lender and each L/C Issuer under this Section 6.08 are in addition the Issuing Bank agrees to apply all amounts collected from any such set- off to the Obligations before applying such amounts to any other rights Indebtedness or other obligations owed by the Borrower and remedies (including other rights any of setoff) that the Administrative Agent, its Subsidiaries to such Lender and such L/C Issuer may haveor the Issuing Bank.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates Party and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective any Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing to of such Lender and its Affiliates Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Party now or hereafter existingexisting under the Loan 153 Documents, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no The Administrative Agent and each Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent Borrowers or such Loan Party after any such set off set‑off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set‑off and application. The rights of the Administrative Agent, Agent and each Lender Party and each L/C Issuer their respective Affiliates under this Section 6.08 9.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset‑off) that the Administrative Agent, such Lender Party and such L/C Issuer their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Swing Line Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Right of Set-off. In addition to any rights now or hereafter granted under applicable Law or otherwise, and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any an Event of DefaultDefault and the commencement of remedies described in Section 9.2, each Lender and its Affiliates and each the L/C Issuer and its Affiliates each Lender is authorized at any time and from time to time, without prior presentment, demand, protest or other notice to of any Grantor, any such notice kind (all of which rights being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby 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 by, and other Indebtedness at any time or owing by, such Lender and its Affiliates or such by the L/C Issuer and its Affiliatesor such Lender (including, as without limitation, branches, agencies or Affiliates of the case may be, L/C Issuer or such Lender wherever located) to or for the credit or the account of the respective Loan Parties Borrower against obligations and their Subsidiaries against any and all Secured Obligations owing liabilities of the Borrower to such Lender and its Affiliates or such the L/C Issuer and its Affiliates hereunder the Lenders hereunder, under the Notes, the other Credit Documents or under any other Loan Document, now or hereafter existingotherwise, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to Administrative Agent, the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates the Lenders shall have a right to made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set off and apply any deposits held shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or other Indebtedness owing by such Lender or its Affiliates or such entered on the books of the L/C Issuer or its Affiliates, as such Lender subsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the case Commitments hereunder pursuant to Sections 3.8 or 11.3(d) may be, to or for the credit or the account exercise all rights of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by with respect to its participation interest as fully as if such Person were a Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may havehereunder.

Right of Set-off. In addition Borrower hereby grants to Administrative Agent and each Lender, and each of their respective Affiliates and Subsidiaries, a continuing lien, security interest and right of setoff as security for all Obligations to Administrative Agent and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody safekeeping or control of Administrative Agent or any Lender, or any of their Affiliates or Subsidiaries and their respective successors and assigns or in transit to any rights and remedies of the Lenders provided them, other than third-party custodial, escrow or other trust accounts maintained by Law, Borrower at Administrative Agent or any Lender or any of their respective Affiliates or Subsidiaries . At any time upon or after the occurrence and during the continuance of any an Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to timeDefault which has not been waived in writing by the Administrative Agent, without prior demand or notice to any Grantor, (any such notice being expressly waived by Borrower), Administrative Agent or any Lender may or any of their respective Affiliates or Subsidiaries setoff the Borrower (on its own behalf same or any part thereof and on behalf of each Grantor and its Subsidiaries) apply the same to the fullest extent permitted by applicable Law, to set off Obligations even though unmatured and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account regardless of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under adequacy of any other Loan Documentcollateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY OF THEIR AFFILIATES OR SUBSIDIARIES TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, now or hereafter existingPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained hereinCREDITS OR OTHER PROPERTY OF BORROWER OR ANY GUARANTOR, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its AffiliatesARE HEREBY KNOWINGLY, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may haveVOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (i) the occurrence and during the continuance of any Event of Default, each Lender Default and its Affiliates (ii) the making of the request or the granting of the consent specified by Section 8.01 to authorize the Agent to declare the Advances due and each payable pursuant to the provisions of Section 8.01 or to demand payment of (or cash collateralization of) all then outstanding L/C Issuer Obligations, each Lender, each Issuing Bank and its each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates Issuing Bank or any such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existingParty, irrespective of whether or not such Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender Party different from that the branch or office holding such deposit or obligated on such indebtedness (it being understood and agreed that, notwithstanding anything in this Agreement or any of the applicable deposit or Indebtedness. Notwithstanding anything other Loan Documents to the contrary contained hereincontrary, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held accounts, deposits, sums, securities or other Indebtedness owing by such Lender property of any Foreign Subsidiary or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Foreign Subsidiary (including any Foreign Subsidiary that is a Loan Party which Party) will not serve at any time, directly or indirectly, to collateralize or otherwise offset the Obligations of the Parent Borrower or any Domestic Subsidiary, and, in addition, unless otherwise agreed to by the Parent Borrower, the accounts, deposits, sums, securities or other property of a Foreign Subsidiary or Subsidiary of a Foreign Subsidiary will only serve to collateralize or offset the Obligations of another Foreign Subsidiary or Subsidiary of a Foreign Subsidiary that is a Borrower and is not a “United States person” within the meaning Person for U.S. federal income tax purposes if such former Foreign Subsidiary or Subsidiary of Section 7701(a)(30) of the Code unless such a Foreign Subsidiary is not owned by such latter Foreign Subsidiary or Subsidiary of a direct Foreign Subsidiary that is a Borrower). The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or indirect subsidiary of Holdingstheir respective Affiliates may have. Each Lender and L/C Issuer each Issuing Bank agrees promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuer, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. 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, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any Grantorother Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor Loan Party and its Subsidiaries) 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 by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, Lender or such Lender Affiliate or L/C Issuer or Affiliate shall have made demand under this Agreement or under any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or such L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and its Affiliates Party and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and otherwise 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 byby the Administrative Agent, such Lender and its Affiliates Party or such L/C Issuer and its Affiliates, as the case may be, Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured of the Obligations owing to such Lender and its Affiliates of the Borrower or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Party now or hereafter existingexisting under the Loan Documents, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate Party shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such Secured Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured. Notwithstanding anything to the contrary contained herein, no The Administrative Agent and each Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or such Loan Party after any such set off set‑off and application made by such Lender or L/C Issuer, as the case may beapplication; provided, however, that the failure to give such notice shall not affect the validity of such setoff set‑off and application. The rights of the Administrative Agent, Agent and each Lender Party and each L/C Issuer their respective Affiliates under this Section 6.08 10.05 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset‑off) that the Administrative Agent, such Lender Party and such L/C Issuer their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Swing Line Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Right of Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and its Affiliates Lender, each Issuing Bank, and each L/C Issuer and its of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates Issuing Bank or any such L/C Issuer and its Affiliates, as the case may beAffiliate, to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Secured Obligations owing of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder Issuing Bank or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent Lender, such Issuing Bank or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency different from that branch, office or Affiliate of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or other funds and deemed held in trust for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) benefit of the Code unless Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Subsidiary is not a direct Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or indirect subsidiary of Holdingstheir respective Affiliates may have. Each Lender and L/C Issuer each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender or L/C Issuer, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.