Common use of Right of Set-off Clause in Contracts

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such LenderLender or Issuing Bank, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Lender or Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each Issuing Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate of such Lender, such LC 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 2.21 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Company after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred 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 outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in whatever currencywriting in respect of such payroll account) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Fronting Bank or any such Affiliate, (as the case may be) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Fronting Bank (as the case may be) shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Fronting Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Borrowers after any such setoff set-off and application; application made by such Lender or such Fronting Bank (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 each Lender and each Fronting Bank under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or such Fronting Bank (as the case may be) may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Credit Party and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Credit Party or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such LenderCredit Party, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Credit Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that 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 2.21 8.16 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 Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Credit Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Credit Party and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Credit Party and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank the Swingline Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower such Guarantor against any and all of the obligations of the Borrower such Guarantor now or hereafter existing under this Agreement Guaranty or any other Loan Document to such Lender or the Swingline Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate the Swingline Lender shall have made any demand under this Agreement Guaranty or any other Loan Document and although such obligations of the Borrower such Guarantor may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender or the Swingline Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank the Swingline Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank the Swingline Lender agrees to notify the Borrower such Guarantor and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender and Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the event that any Defaulting Lender shall exercise validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings, the Borrower or any other Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Agents and the Lenders provided under applicable Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Agent, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time time, and from time to time, without notice to any Loan Party, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owingowing by such Agent, by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Grantor against any and all of the obligations Obligations of the Borrower such Grantor now or hereafter existing due and owing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such LenderAgent, such LC Lender or such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or such obligations are owed to a branch, branch or office or Affiliate of such Lenderthe Administrative Agent, such LC Lender or Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. Each Agent, each Lender and each Issuing Bank shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the event that any Defaulting Lender shall exercise validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff11. The rights of the each Agent, each Lender, each LC Issuing Bank and their respective Affiliates under this Section 11 are in addition to other rights and remedies (including other rights of setoff) that each Agent, such Lender, such LC Issuing Bank or and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon either (a) the occurrence and during the continuance of any Event of Default under Section 6.01(a) or 6.01(e) involving the Borrower or (b) (i) the occurrence and during the continuance of any other Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits in whatever currency(i) trust or other fiduciary accounts (to the extent of amounts held therein in trust in the ordinary course of business on behalf of third parties), (ii) payroll accounts, (iii) health-savings accounts and worker’s compensation accounts, (iv) withholding tax accounts and (v) zero balance accounts used in the ordinary course of business) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of may be unmatured. Each Lender agrees promptly to notify the Borrower may be contingent or unmatured or are owed after any such set off and application, provided that the failure to a branch, office or Affiliate give such notice shall not affect the validity of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessset off and application; provided further, that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.18(a) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the such Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset off) that such Lender, such LC Issuing Bank or their respective Lender and its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized authorized, in addition to any other right or remedy that any Lender may have by operation of law or otherwise, at any time and from time to time, without notice to the fullest extent permitted Borrower (any such notice being expressly waived by Applicable Lawthe Borrower), to set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 Paying Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Paying Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Paying Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender or Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the event that any Defaulting Lender shall exercise validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or and their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01During an Existing Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at authorized, without notice to Borrower (any time and from time to timesuch notice being expressly waived by Borrower), to the fullest extent permitted by Applicable Lawlaw, to set off and apply against the Loan Obligations any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or any other assets at any time heldheld by or at such Lender or under the control of or otherwise pledged to such Lender, and or any other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender (or any such its Affiliate, ) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBorrower, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or the Notes or any other Loan Document Guaranty and although such obligations of the Borrower Loan Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that which such Lender, such LC Issuing Bank or their respective Affiliates Lender may otherwise have. Each Lender and each LC Issuing Bank agrees Any such amounts shall be promptly turned-over to notify the Borrower and the Administrative Agent promptly after in the form received for application to the Loan Obligations as set forth in this Agreement. During an Existing Default, Administrative Agent is hereby authorized, without notice to Borrower (any such setoff notice being expressly waived by Borrower), to set off and application; provided that apply against the failure Loan Obligations any and all deposits (general or special, time or demand, provisional or final) or other assets at any time held by or at Administrative Agent, or under the control of or otherwise pledged to give Administrative Agent, or any other Indebtedness at any time owing by Administrative Agent or any Affiliate thereof to or for the credit or the account of Borrower, irrespective of whether or not Administrative Agent or any Affiliate thereof shall have made any demand under this Agreement or the Loan Obligations and although such notice shall not affect the validity of such setoff and applicationLoan Obligations may be unmatured.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Parent Borrower or any Subsidiary against any of and all of the obligations of the Parent Borrower and the Co-Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; 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 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor 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 heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such Affiliate, L/C Issuer and its Affiliates to or for the credit or the account of the Borrower respective Guarantor against any and all of the obligations of the Borrower owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveIndebtedness. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower relevant Guarantor and the Administrative Collateral Agent promptly after any such setoff set off and applicationapplication 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 each Lender and each L/C Issuer under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent, such L/C Issuer and such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrower with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in whatever currencywriting in respect of such payroll account) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Fronting Bank or any such Affiliate, (as the case may be) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Fronting Bank (as the case may be) shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Fronting Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or such Fronting Bank (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 each Lender and each Fronting Bank under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or such Fronting Bank (as the case may be) may have.

Right of Set-off. Upon (i) Regardless of the adequacy of any collateral, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby expressly and irrevocably authorized by the Company at any time and from time to time, without notice to the fullest extent permitted by Applicable LawCompany, to set off set-off, appropriate, and apply all moneys, securities and other Property and the proceeds thereof now or hereafter held or received by or in transit to such Bank from or for the account of the Company, whether for safekeeping, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or and special), time or demand, provisional or final, in whatever currency) account balances and credits of the Company with such Bank at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower existing against any and all of the obligations of the Borrower now or hereafter existing Company to the Banks and to each of them arising under this Agreement and the Notes, and the Company shall continue to be liable to each Bank for any deficiency with interest at the rate or rates set forth in subparagraph 2.8(b). Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed Company to a branchsuch Bank, office or Affiliate of other than obligations evidenced by the Notes held by such LenderBank, such LC Issuing amount shall be applied ratably to such other obligations and to the obligations evidenced by all such Notes held by such Bank different and (b) if such Bank shall receive from the branchCompany, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in whether by voluntary payment, exercise of the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Bank by proceedings against the Company at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application payment of the Note or Notes held by such Bank any amount in accordance excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, such Bank will make such disposition and arrangements with the provisions other Banks with respect to such excess, either by way of Section 2.21 anddistribution, pending such paymentpro tanto assignment of claims, subrogation or otherwise as shall be segregated by such Defaulting Lender from its other funds and deemed held result in trust for the benefit each Bank receiving in respect of the Administrative AgentNotes held by each Bank, the LC 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 of the Borrower owing to such Defaulting Lender its proportionate payment as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under contemplated by this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationAgreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Bank, such disposition and applicationarrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower and each other Loan Party to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank or any such Affiliate, Lender and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties against any and all of the obligations of the Borrower owing to such Lender and its Affiliates hereunder, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to denominated in a branchcurrency different from that of the applicable deposit or Indebtedness; provided that, office in the case of any such deposits or Affiliate other Indebtedness for the credit or the account of such Lenderany Foreign Subsidiary, such LC 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 may only be paid over immediately against any obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Parent Borrower and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided , PROVIDED that the failure to give such notice shall not affect the validity of such setoff set-off and application. The amount of any set-off under this Section 8.05 shall be denominated in Dollars, and any amounts owing to the applicable Lender in any Committed Currency shall be in an amount equal to the amount of Dollars that such Lender shall determine by reference to the spot exchange rate determined by such Lender to be available (or such other reasonable method of determining a rate of exchange as the Lender may deem applicable), such determination of such amount of Dollars to be conclusive and binding in the absence of manifest error. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative The Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby irrevocably ---------------- authorized at any time and from time to timetime without notice to Holdings, to the fullest extent permitted any such notice being expressly waived by Applicable LawHoldings, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by the Agent or such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of Holdings, or any part thereof in such amounts as the Borrower Agent or such Lender may elect, against any and all or on account of the obligations and liabilities of Holdings to the Agent or such Lender hereunder which are then due and payable and claims of every nature and description of the Borrower now Agent or hereafter existing such Lender against Holdings, in any currency, whether arising hereunder, under this Agreement or any other Loan Credit Document to or otherwise in connection therewith, as the Agent or such Lender may elect, whether or not the Agent or such Lender has made any demand for payment. The Agent or such Lender shall notify Holdings promptly of any such set-off and the application made by the Agent or such Lender, such LC Issuing Bank or their respective Affiliatesas the case may be, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessproceeds thereof; provided that in the event that any Defaulting Lender failure -------- to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of the Agent and each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including including, without limitation, other rights of setoffset-off) that the Agent or such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document Guaranty owed to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Guaranty and although such obligations may be unmatured. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any Subsidiary of a Credit Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Borrower may be contingent Code or unmatured (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit indirect subsidiary of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveBorrower. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set off and applicationapplication made by such Lender; 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 under this Section 8 are in addition to other rights and remedies (including other rights of set off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in whatever currencywriting in respect of such payroll account) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Fronting Bank or any such Affiliate, (as the case may be) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Fronting Bank (as the case may be) shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Fronting Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Borrowers after any such setoff set-off and application; application made by such Lender or such Fronting Bank (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 each Lender and each Fronting Bank under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such Fronting Bank (as the case may be) may have.

Right of Set-off. Upon If any obligations hereunder or under any ---------------- other Loan Document, including under any interest rate swap or rate protection agreement with a Lender (icollectively, the "Liabilities") the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings shall be due and payable pursuant (subject to notice and cure periods) or any one or more Events of Default shall have occurred and be continuing, whether or not the Agent shall have made demand under any Loan Document and regardless of the adequacy of any collateral for the Liabilities or other means of obtaining repayment of the Liabilities, each Lender shall have the right, without notice to the provisions Borrower and is specifically authorized hereby to set-off against and apply to the then unpaid balance of Section 6.01, the Liabilities any items or funds of the Borrower held by each Lender or any affiliate of such Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional matured or finalunmatured) or any other property of the Borrower including, in whatever currency) without limitation, securities and/or certificates of deposit, now or hereafter maintained by any Borrower for its or their own account with any Lender or any affiliate of such Lender, and any other indebtedness at any time held, and other obligations (in whatever currency) at held or owing by any time owing, by Lender or any affiliate of such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Borrower, even if effecting such set-off results in a loss or reduction of interest or the Borrower against any and all imposition of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 penalty applicable to the Administrative Agent for further application in accordance with the provisions early withdrawal of Section 2.21 and, pending time deposits. For such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentpurpose, the LC Issuing BanksLenders shall have, and the Lenders, and (y) the Defaulting Lender shall provide promptly Borrower hereby grant to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank a first lien on and their respective Affiliates under this Section are security interest in addition to other rights such deposits, property, funds and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower accounts and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationproceeds thereof.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Company now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesAgreement, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.15(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Company after any such setoff set-off and applicationapplication made by such Lender; 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 under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making be continuing, each Lender and each L/C Issuer and any Affiliate of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates foregoing is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, L/C Issuer to or for the credit or the account of the any Borrower or any Subsidiary against any of and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesL/C Issuer, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate L/C Issuer shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates L/C Issuer may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower Holdings (prior to a Qualified IPO of Holdings), Intermediate Holdings (prior to a Qualified IPO of Intermediate Holdings) or any Subsidiary against any of and all of the obligations of the Borrower Holdings (prior to a Qualified IPO of Holdings), Intermediate Holdings (prior to a Qualified IPO of Intermediate Holdings) or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 7.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans and other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 6.017.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held (other than deposits at any account with respect to which such account states that the Company is acting in a fiduciary capacity) and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower Company now or hereafter existing under this Agreement or and any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Loans and other amounts owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Each Lender agrees promptly to notify the Company after any such set-off and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that application made by such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) funds at any time held, held by and other obligations (in whatever currency) indebtedness or other amounts at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, its Affiliates to or for the credit or the account of the Borrower or any Subsidiary of Borrower against any and all of the obligations Obligations and any other indebtedness or other amounts at any time owing by Borrower or any Subsidiary of the Borrower as a result of any other transaction, now or hereafter existing under this Agreement or any other Loan Document to such Lenderexisting, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate its Affiliates shall have made any demand under this Agreement Agreement, any other Loan Document, or any other Loan Document agreement or contract, and although such Obligations, indebtedness or other amounts or obligations of the Borrower may be contingent or unmatured or are owed unmatured. Lender agrees promptly to a branchnotify Borrower (and, office or Affiliate of such Lenderif applicable, such LC 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 Subsidiary of setoff, (xBorrower) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication is made by Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of Lender under this Section 10.5 are in addition to the other rights and remedies (including other rights of set-off under Section 2.10 (a) of the Amended and Restated Revolving Loan Agreement between Borrower (as lender) and Lender (as borrower) effective as of January 1, 2004, and any other rights of set-off) which Lender may have. In the event any amount is set-off against any unmatured Credit Enhancement Obligation, the amount set-off against such unmatured Credit Enhancement Obligation shall be used to cash collateralize such Credit Enhancement Obligation in accordance with Section 7.9(a).

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the applicable Grantor and the Collateral Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the event that any Defaulting Lender shall exercise validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees Notwithstanding the foregoing, no amount set off from any Guarantor shall be applied to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity Excluded Swap Obligation of such setoff and applicationGuarantor.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Purchaser shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Issuer, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Issuer to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Issuer at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Purchaser to or for the credit or the account of the Borrower Issuer against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to Obligations held by such Lender, such LC Issuing Bank or their respective AffiliatesPurchaser, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Purchaser shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender Purchaser 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 applied in accordance with the provisions of Section 2.21 2.21(a) and, pending such paymentapplication, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lendersapplicable recipients, and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Collateral Agent and the other Purchasers a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Purchaser agrees promptly to notify the Borrower and the Administrative Agent promptly Issuer after any such setoff set-off and applicationany application made by such Purchaser; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Purchaser agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Issuer and any of its Subsidiaries to such Purchaser.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized authorized, in addition to any other right or remedy that any Lender may have by operation of law or otherwise, at any time and from time to time, without notice to the fullest extent permitted Borrower (any such notice being expressly waived by Applicable Lawthe Borrower), to set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the outstanding Borrowings Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 6.018.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any Agreement, the Note held by such Bank, and the other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesCredit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement Agreement, such Note, or any such other Loan Document Credit Documents, and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have; provided, however, that in the event that any Defaulting Lender exercises such right of set-off hereunder, (x) all amounts so set off will be paid over immediately to the Administrative Agent for distribution in accordance with this Agreement and, pending such payment, will be segregated by such Defaulting Lender form its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks 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 set-off.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document Guaranty owed to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Guaranty and although such obligations may be unmatured. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any Subsidiary of a Credit Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Borrower may be contingent Code or unmatured (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or are owed to a branch, office or Affiliate indirect subsidiary of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set off and applicationapplication made by such Lender; 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 under this Section 8 are in addition to other rights and remedies (including other rights of set off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable LawLegal Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesLender and then due and payable, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or such Loan Party are owed to a branch, branch or office of such Lender or Affiliate of such Lender, such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that to the extent prohibited by applicable law as described in the event that any Defaulting Lender shall exercise any such right definition of setoff“Excluded Swap Obligation,” no amounts received from, (x) all amounts so or set off with respect to, any Guarantor shall be paid over immediately applied to the Administrative Agent for further application in accordance with the provisions any Excluded Swap Obligations of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffGuarantor. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section 7.05 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (1) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making Default, each of the request or Lenders is, subject (as between the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Lenders) to the provisions of subsection (3) of this Section 6.0112.26, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) indebtedness at any time owing, by such LenderLender in any of its offices, such LC Issuing Bank in Dollars or in any such Affiliateother currency, to or for the credit or the account of the Borrower against any and all of the respective obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate any other Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower may be contingent or unmatured and such deposits or are owed to a branchindebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, office set-off, banker’s lien, or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such similar rights against any deposit or obligated on other indebtedness of Borrower whether or not located in New York or any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such indebtedness; provided 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 that in the event that any Defaulting no Lender shall exercise any such right of setoffset-off, banker’s lien, or otherwise, against any assets of Borrower (x) including all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 andgeneral or special, pending such paymenttime or demand, shall be segregated provisional or other deposits and other indebtedness owing by such Defaulting Lender from its other funds and deemed held in trust to or for the benefit credit or the account of Borrower) without the prior written consent of Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their its respective Affiliates is hereby authorized at any time and from time to timetime with the prior written consent of the Administrative Agent, without notice to the Borrower (any such notice being expressly waived by the Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut specifically excluding any trust or segregated accounts) at any time held, held by such Bank and any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Borrower’s Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or under any of the other Loan Document Transaction Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender Bank 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the LendersBanks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided application made by such Bank, 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 Banks under this Section 9.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Banks may have.

Right of Set-off. Upon (i) the occurrence and during the ---------------- continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut specifically excluding any trust or segregated accounts) at any time held, held by Lender and any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, Borrower's Obligations irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or under any of the other Loan Document Transaction Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 unmatured. 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided application made by Lender, provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of Lender under this Section 7.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which Lender may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making be continuing, each Lender and each L/C Issuer and any Affiliate of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates foregoing is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, L/C Issuer to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesL/C Issuer, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate L/C Issuer shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates L/C Issuer may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held, held and other obligations (in whatever currency) obligation at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower such Guarantor now or hereafter existing under this Agreement Guaranty held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Guaranty and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lenderhowever, such LC 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 any recovery by any Lender, any Issuing Bank or any Affiliate pursuant to its set-off shall be paid over immediately rights under this Section 11 is subject to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 2.18(c) of the Administrative Agent, the LC Issuing Banks, and the Lenders, Credit Agreement and (y) the any Defaulting Lender Lender’s set-off right hereunder shall provide promptly be subject to the Administrative Agent a statement describing in reasonable detail the obligations Section 9.06 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveCredit Agreement. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; 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 and each Issuing Bank under this Section 11 are in addition to other rights and remedies (including other rights of set-off) that such Lender and such Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each Affiliate of their respective Affiliates a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, its Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although even though such obligations Obligations may be unmatured; provided, however, that no such deposits or Indebtedness of the a Foreign Borrower may be contingent or unmatured or are owed used to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that offset 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveU.S. Obligations. Each Lender and each LC Issuing Bank agrees promptly to notify the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender or its Affiliates; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of 145 the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to a Borrower or the Guarantor and (ii) the making of the request or the granting of the consent specified by Section 6.01 9.02 to authorize the Administrative Agent to declare the principal amount outstanding Borrowings hereunder as to a Borrower to be due and payable pursuant to the provisions of Section 6.019.02, each Lender, each LC Lender and Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Lender or Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower applicable Borrower(s) or, prior to the occurrence of the Guaranty Termination Date with respect to such Borrower(s), the Guarantor, against any and all of the obligations of such Borrower(s) or the Borrower now Guarantor, respectively, to such Lender or hereafter Issuing Bank (as the case may be) existing under this Agreement or any other Loan Document to and any Promissory Notes of such Lender, Borrower held by such LC Lender or the applicable Issuing Bank or their respective AffiliatesAgreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Lender, such LC Lender or Issuing Bank or such Affiliate shall have made any demand under this Agreement such Loan Document, such Promissory Notes or any other Loan Document such Issuing Bank Agreement, as the case may be, and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees to notify promptly the Borrower and applicable Borrower(s) or the Administrative Agent promptly Guarantor (as applicable) after any such setoff set-off and application; application made by such Lender or Issuing Bank, 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 and Issuing Bank under this Section 12.05 are in addition to other rights and remedies (including other rights of set-off) which such Lender and Issuing Bank may have.

Right of Set-off. Upon The Purchaser Parties shall have the right to set off from any amounts owing by a Purchaser Party to the Seller pursuant to this Agreement any amount that is due and owing from the Seller or any Affiliate of the Seller to a Purchaser Party or any Affiliate of the Purchaser Parties pursuant to this Agreement, the CMG Stock Purchase Agreement, the Services Agreement or the Quota Share Reinsurance Agreement; provided, however, that if the Seller or its applicable Affiliate disputes in good faith its obligation to pay any such amount, then the Purchaser or its Affiliate, as applicable, shall not be entitled to such right of set-off in respect of such disputed amount (or the disputed portion of any such amount) unless and until a court of competent jurisdiction determines that such amount or any portion thereof is due and owing to the Purchaser or the Purchaser’s Affiliate or the Seller and the Purchaser otherwise mutually resolve the dispute; provided, further, that the Purchaser and its Affiliates shall not be entitled to such right of off-set in relation to (i) any Deferred Consideration Payments (as defined in the occurrence and during the continuance of any Event of Default and CMG Stock Purchase Agreement) or (ii) any indemnification claim asserted by the making of Purchaser Indemnified Parties hereunder or under the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant CMG Stock Purchase Agreement to the provisions extent that the Purchaser Indemnified Parties are indemnified for Covered Losses that are the subject of Section 6.01such indemnification claim from the Indemnification Escrow Fund, each Lender, each LC Issuing Bank and each within the meaning of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationCMG Stock Purchase Agreement.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or 173 such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Agent, each Lender, each LC Issuing Bank L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owingowing by such Agent, by such Lender, such LC Issuing Bank L/C Issuer or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Holdings against any and all of the obligations ABL Obligations of the Borrower Holdings now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such LenderAgent, such LC Issuing Bank Lender or such Affiliate L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such obligations ABL Obligations may be unmatured or denominated in a currency different from that of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessapplicable ABL Obligation; 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 2.21 2.16 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower ABL Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender Agent and each LC Issuing Bank Lender agrees promptly to notify the Borrower and the Administrative Agent promptly Holdings after any such setoff set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Agent, each Lender, each L/C Issuer and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender, such L/C Issuer and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.19(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Banks and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred 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 outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of Parent, the Borrower Borrowers or any Subsidiary against any of and all of the obligations of Parent, Holdings, the Borrower Borrowers or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective AffiliatesLender or, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.26 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender and each LC Issuing Bank agrees that exercises such right of set-off shall give prompt notice to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationDutch Borrower; 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 under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 pursuant to authorize ‎Section 7.01(b), the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of Lender (and their respective Affiliates banking Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in whatever currencyeach case, held in trust for an identified beneficiary) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by the Administrative Agent and each such Lender, such LC Issuing Bank Lender (or any of such Affiliate, banking Affiliates) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement any such overdue amounts owing to such Lender (or any other of such banking Affiliates) or the Administrative Agent under the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Document; provided that each Lender agrees promptly to notify the Administrative Agent after any such set off and although application made by such obligations of Lender; provided that the Borrower may be contingent or unmatured or are owed failure to a branch, office or Affiliate give such notice shall not affect the validity of such Lendersetoff and application; provided, such LC Issuing Bank different from the branchfurther, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 ‎Section 2.26(e) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower after any such set-off and application made by such Lender or the Administrative Agent promptly after (or any of such setoff and application; banking Affiliates), 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 each Lender and the Administrative Agent under this ‎Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Tranche B Investor and each Affiliate of their respective Affiliates either of them is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or Tranche B Investor or any such Affiliate, of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Tranche B Investor shall have made any demand under this Agreement Agreement, any Tranche B Document or any other Loan Document and although even though such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank Tranche B Investor agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender or Tranche B Investor or their respective Affiliates; provided PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff set-off and application.. The rights of each Lender under this SECTION 11.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender or Tranche B Investor may have. Notwithstanding the foregoing, this SECTION 11.6 (RIGHT OF SET-OFF) shall not operate to authorize the set-off and application of any obligations owing under any Tranche B CD. 111

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Each Lender and each of their respective Lender Affiliates is hereby authorized at any time when (i) an Event of Default shall have occurred and from time to timebe continuing, or (ii) any Borrower Loan Obligation shall not have been paid when due, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Lender Affiliate to or for the credit or the account of any Borrower (other than any such obligations arising under or in respect of any agreement or other arrangement entered into in the ordinary course of business of such Borrower pursuant to which such Lender or Lender Affiliate is a customer of such Borrower, as to which any rights of setoff shall be determined without reference to the provisions of this Section) against any and all of the obligations of the Borrower Loan Obligations now or hereafter existing under this Agreement and held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesLender Affiliate, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document therefor and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates such Lender Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective Affiliates Lender Affiliate may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 8.2 to authorize the Administrative Agent to declare the outstanding Borrowings Loans, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 6.018.2, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw and subject to Section 2.9, to set off offset and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the a Borrower against any and all of the obligations Obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesAgreement, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed unmatured. Each Lender agrees promptly to a branch, office or Affiliate notify such Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such Lender, set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including without limitation other rights of set-off) that such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessLender and its Affiliates may have; 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 2.21 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.Defaulting

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the a Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Banks and the Lenders, Banks and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Bank agrees promptly to notify such Borrower after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that which such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable applicable Law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to Obligations held by such Lender, such LC Issuing Bank or their respective Affiliatesas the case may be, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed unmatured. Each Lender agree promptly to a branch, office or Affiliate of such Lender, such LC 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 notify the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationany application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff set-off and application.. Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender. Notwithstanding the provisions of this Section 11.7, if at any time any Lender 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 deposited, such Person shall waive the right of setoff set forth herein. Section 11.8

Right of Set-off. Upon (i) Subject to Section 9.04 and the occurrence and during the continuance of any DIP Order, if an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC the Issuing Bank Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC the Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company or any other Loan Party against any and all of the obligations of the Borrower Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Lender or the Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Lender or the Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided 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 2.21 2.14(c) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC the Issuing Bank Lender and their respective Affiliates under this Section 11.08 are in addition to other rights Page 113 and remedies (including other rights of setoff) that such Lender, such LC the Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC the Issuing Bank Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default Default, any Agent or any Lender may, 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 outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and 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) other than payroll accounts, payroll tax accounts, employee wage and benefit accounts, at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Agent or such LC Issuing Bank Lender or any such Affiliate, of their respective Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Loan Parties either now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Affiliate Lender shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 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 Administrative Agent, the LC Issuing Banks, Agents and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender Agent and each LC Issuing Bank Lender agrees to notify the Borrower and the Administrative Agent such Loan Party promptly after any such setoff set-off and application; application made by such Agent 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 Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise. 131

Right of Set-off. (1) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making Default, each of the request or Lenders is, subject (as between the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Lenders) to the provisions of subsection (3) of this Section 6.0112.25, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) indebtedness at any time owing, by such LenderLender in any of its offices, such LC Issuing Bank in Dollars or in any such Affiliateother currency, to or for the credit or the account of the Borrower against any and all of the respective obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate any other Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower may be contingent or unmatured and such deposits or are owed to a branchindebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, office set-off, banker’s lien, or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such similar rights against any deposit or obligated on other indebtedness of Borrower whether or not located in New York or any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such indebtedness; provided 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 that in the event that any Defaulting no Lender shall exercise any such right of setoffset-off, banker’s lien, or otherwise, against any assets of Borrower (x) including all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 andgeneral or special, pending such paymenttime or demand, shall be segregated provisional or other deposits and other indebtedness owing by such Defaulting Lender from its other funds and deemed held in trust to or for the benefit credit or the account of Borrower) without the prior written consent of Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Loan Parties, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Loan Parties to the fullest extent permitted by Applicable Lawapplicable law, but only with the prior written consent of the Administrative Agent, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Loan Parties at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender (including any obligations of a Lender or its Affiliate owing under or in respect of any such Affiliate, Hedging Transaction) to or for the credit or the account accounts of the Borrower Loan Parties against any and all of the obligations of the Borrower now Obligations held by such Lender or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective its Affiliate regardless of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 4.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Loan Parties after any such setoff set-off and applicationany application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and any of the Subsidiaries to such Lender.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing 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 Default and (ii) Default, without prior notice to any Loan Party, any such notice being expressly waived by the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant each such to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of such Loan Party at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower and the other Loan Parties against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; 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 2.21 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application.set-off and

Right of Set-off. Upon (i) Regardless of the adequacy of any collateral, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby expressly and irrevocably authorized by the Company at any time and from time to time, without notice to the fullest extent permitted by Applicable LawCompany, to set off set-off, appropriate, and apply all moneys, securities and other Property and the proceeds thereof now or hereafter held or received by or in transit to such Bank from or for the account of the Company, whether for safekeeping, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or and special), time or demand, provisional or final, in whatever currency) account balances and credits of the Company with such Bank at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower existing against any and all of the obligations of the Borrower now or hereafter existing Company to the Banks and to each of them arising under this Agreement Agreement, the Letters of Credit, and the Notes, and the Company shall continue to be liable to each Bank for any deficiency with interest at the rate or rates set forth in Subsection 2.8(b). Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed Company to a branchsuch Bank, office or Affiliate of other than obligations evidenced by the Notes held by such LenderBank, such LC Issuing amount shall be applied ratably to such other obligations and to the obligations evidenced by all such Notes held by such Bank different and (b) if such Bank shall receive from the branchCompany, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in whether by voluntary payment, exercise of the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off counterclaim, cross action, enforcement of the claim evidenced by the Notes held by such Bank by proceedings against the Company at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application payment of the Note or Notes held by such Bank any amount in accordance excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, such Bank will make such disposition and arrangements with the provisions other Banks with respect to such excess, either by way of Section 2.21 anddistribution, pending such paymentpro tanto assignment of claims, subrogation or otherwise as shall be segregated by such Defaulting Lender from its other funds and deemed held result in trust for the benefit each Bank receiving in respect of the Administrative AgentNotes held by each Bank, the LC 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 of the Borrower owing to such Defaulting Lender its proportionate payment as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under contemplated by this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationAgreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Bank, such disposition and applicationarrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing 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 Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, Lender and such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or such Issuing Bank, as the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; 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 2.21 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.the

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each Affiliate of their respective Affiliates a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, its Affiliates to or for the credit or the account of the Parent or the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although even though such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.18 (Defaulting Lenders) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender or its Affiliates; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making Default, each of the request or Administrative Agent, the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owingowing by the Administrative Agent, by the Issuing Lender or such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower or any of its Subsidiaries against any and all of the obligations of the Borrower or any of its Subsidiaries now or hereafter existing under this Agreement Agreement, the Notes held by the Administrative Agent, the Issuing Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesand the other Loan Documents, irrespective of whether or not such Lenderthe Administrative Agent, such LC the Issuing Bank Lender or such Affiliate Lender shall have made any demand under this Agreement Agreement, such Notes, or any such other Loan Document Documents, and although such obligations of may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 after any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that or such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including other rights of set off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each Affiliate of their respective Affiliates any of them is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) 148 indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, of their respective Affiliates to or for the credit or the account of the either Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although even though such obligations of the Borrower Obligations may be contingent unmatured. Each Lender agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender or unmatured or are owed its respective Affiliates; provided, however, that the failure to a branch, office or Affiliate give such notice shall not affect the validity of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in set-off and application. 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 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The amount of any set-off under this Section 8.05 shall be denominated in Dollars, and any amounts owing to the applicable Lender in any Committed Currency shall be in an amount equal to the amount of Dollars that such Lender shall determine by reference to the spot exchange rate determined by such Lender to be available (or such other reasonable method of determining a rate of exchange as the Lender may deem applicable), such determination of such amount of Dollars to be conclusive and binding in the absence of manifest error. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon Notwithstanding anything to the contrary in Section 362 of the Bankruptcy Code, but subject to the DIP Financing Orders (i) including the occurrence and during the continuance of any Carve Out), if an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut excluding any payroll, trust, tax and pxxxx cash accounts) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Holdings or any Subsidiary Loan Party against any of and all the Obligations of the obligations of the Borrower Holdings or any Subsidiary Loan Party now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branchunmatured. Notwithstanding the foregoing, office or Affiliate of such Lender, such LC 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 setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 10.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender have and each LC Issuing Bank agrees to notify may be exercised only at the Borrower and direction of the Administrative Agent promptly after any such setoff and application; provided that or the failure to give such notice shall not affect the validity of such setoff and applicationRequired Lenders.

Right of Set-off. Upon If an Event of Default under Sections 8.1(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the applicable Grantor and the Collateral Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the event that any Defaulting Lender shall exercise validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees Notwithstanding the foregoing, no amount set off from any Guarantor shall be applied to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity Excluded Swap Obligation of such setoff and applicationGuarantor.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making Default, each of the request or Lenders is, subject (as between the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Lenders) to the provisions of Section 6.0114.10(c) of this Section 14.10, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) indebtedness at any time owing, by such LenderLender in any of its offices, such LC Issuing Bank in Dollars or in any such Affiliateother currency, to or for the credit or the account of the Borrower against any and all of the respective obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate any other Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower may be contingent or unmatured and such deposits or are owed to a branchindebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, office set-off, banker's lien, or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such similar rights against any deposit or obligated on other indebtedness of Borrower whether or not located in Colorado or any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such indebtedness; provided 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 that in the event that any Defaulting no Lender shall exercise any such right of setoffset-off, banker's lien, or otherwise, against any assets of Borrower (xincluding all general or special, time or demand, provisional or other deposits and other indebtedness owing by such Lender to or for the credit or the account of Borrower) all amounts so set off shall be paid over immediately to without the prior written consent of Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Required Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower Borrowers or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each Affiliate of their respective Affiliates any of them is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although even though such obligations of Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower may be contingent after any such set-off and application made by such Lender or unmatured or are owed its respective Affiliates; provided, however, that the failure to a branch, office or Affiliate give such notice shall not affect the validity of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in set-off and application. 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 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable LawLegal Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesLender and then due and payable, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or such Loan Party are owed to a branch, branch or office of such Lender or Affiliate of such Lender, such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that to the extent prohibited by applicable law as described in the event that any Defaulting Lender shall exercise any such right definition of setoff“Excluded Swap Obligation,” no amounts received from, (x) all amounts so or set off with respect to, any Guarantor shall be paid over immediately applied to the Administrative Agent for further application in accordance with the provisions any Excluded Swap Obligations of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffGuarantor. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section 7.05 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Assignee Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by Lender or such Lender, such LC Issuing Bank or any such Affiliate, Assignee Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Agreement, and the Notes held by Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, Assignee Lender irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Assignee Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Assignee Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by Lender or such Assignee Lender; provided PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of Lender and each Assignee Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which Lender and each Assignee Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.19(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Banks and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. 66 Avago Credit Agreement

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.Section 9.07

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.01 to authorize 7.01(b), the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of Lender (and their respective Affiliates is banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in whatever currencyeach case, held in trust for an identified beneficiary) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by the Administrative Agent and each such Lender, such LC Issuing Bank Lender (or any of such Affiliate, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessDocument; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.26(g) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative Agent promptly after (or any of such setoff and application; banking Affiliates), 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 each Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lenxxx xxd the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of At any time when an Event of Default has occurred 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 outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, is continuing each Lender, Guarantor hereby irrevocably authorizes each LC Issuing Bank and each of their respective Affiliates is hereby authorized Lender at any time and from time to timetime without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to the fullest extent permitted by Applicable Law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower such Guarantor, or any part thereof in such amounts as such Lender may elect, against any and all on account of the obligations and liabilities of the Borrower now or hereafter existing under this Agreement or any other Loan Document such Guarantor to such Lenderholder hereunder and claims of every nature and description of such holder against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, or otherwise, as such LC Issuing Bank or their respective AffiliatesLender may elect, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower obligations, liabilities and claims may be contingent or unmatured or are owed unmatured. By its acceptance of the benefits of this Guarantee, each Lender shall be deemed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event have agreed that any Defaulting Lender shall amounts received by it pursuant to the exercise of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated promptly delivered by such Defaulting Lender from its other funds and deemed held in trust for the benefit of to the Administrative Agent, for application to the LC Issuing Banks, Secured Obligations. The Administrative Agent and the Lenders, and (y) the Defaulting each Lender shall provide notify such Guarantor promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationset-off; 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 and each Lender under this Section are in addition to other rights and remedies (including, without limitations other rights of set-off) which the Administrative Agent or such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default Default, any Agent or any Lender may, 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 outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and 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) other than payroll accounts, payroll tax accounts, employee wage and benefit accounts, at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Agent or such LC Issuing Bank Lender or any such Affiliate, of their respective Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Loan Parties either now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Affiliate Lender shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 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 Administrative Agent, the LC Issuing Banks, Agents and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender Agent and each LC Issuing Bank Lender agrees to notify the Borrower and the Administrative Agent such Loan Party promptly after any such setoff set-off and application; application made by such Agent 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 Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply (a) any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by Lender, (b) any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of Borrower, and (c) any and all management and shareholder servicing fees due Borrower from the Borrower Hxxxxxxx Funds, including such payments made by U.S. Bancorp Fund Services, LLC, against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, Borrower’s Obligations irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or under any other Loan Transaction Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that (but 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed each case excluding deposits held in trust a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting a third party). Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of Lender under this Section 7.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which Lender may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) be continuing or if the making Issuing Bank shall have been served with a trustee process or similar attachment relating to property of Borrower, the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective its Affiliates is are hereby authorized at any time and from time to time, time to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC the Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Credit Document to such Lenderthe Issuing Bank, such LC Issuing Bank or their respective Affiliatesregardless of the adequacy of the Collateral, and irrespective of whether or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC the Issuing Bank and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffsetoff or recoupment) that such Lender, such LC the Issuing Bank or their its respective Affiliates may have, and nothing set forth herein shall in any way alter, limit or modify any such rights of setoff or recoupments or any defense to any claims. Each Lender and each LC The Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held, held and other obligations (in whatever currency) obligation at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower such Guarantor now or hereafter existing under this Agreement Guaranty held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, such LC Lender or Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lenderhowever, such LC 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 any recovery by any Lender, any Issuing Bank or any Affiliate pursuant to its set-off shall be paid over immediately rights under this Section 11 is subject to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 2.18(c) of the Administrative Agent, the LC Issuing Banks, and the Lenders, Credit Agreement and (y) the any Defaulting Lender Lender’s set-off right hereunder shall provide promptly be subject to the Administrative Agent a statement describing in reasonable detail the obligations Section 9.06 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveCredit Agreement. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set-off and applicationapplication made by such Lender; 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 and each Issuing Bank under this Section 11 are in addition to other rights and remedies (including other rights of set-off) that such Lender and such Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized by each Grantor at any time and or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to the fullest extent permitted by Applicable Law, such Grantor (any prior or contemporaneous notice to such Grantor being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general i) balances held by such Lender at any of its offices for the account of such Grantor or specialany of its Subsidiaries (regardless of whether such balances are then due to such Grantor or its Subsidiaries), time or demand, provisional or final, in whatever currencyand (ii) other property at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or for the account of the Borrower such Grantor or any of its Subsidiaries, against and on account of any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document Borrower; provided, that each Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have confirmed to such Lender, Lender that such LC Issuing Bank or their respective Affiliates, irrespective exercise will not prejudice the rights of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) any amount received as a result of the Defaulting exercise of such rights shall be shared in accordance with Subsection 3.8 of the Restated Loan Agreement. Any Lender shall provide promptly exercising a right to set off shall, to the Administrative Agent a statement describing in reasonable detail extent the obligations amount of any such set off exceeds its Revolving Loan Percentage of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lenderamount set off, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies purchase for cash (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.other Lenders shall

Right of Set-off. ‌ Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in whatever currencywriting in respect of such payroll account) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Fronting Bank or any such Affiliate, (as the case may be) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Fronting Bank (as the case may be) shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Fronting Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Borrowers after any such setoff set-off and application; application made by such Lender or such Fronting Bank (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 each Lender and each Fronting Bank under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or such Fronting Bank (as the case may be) may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default each Lender 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 outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Fronting Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Obligor with such Lender or the Fronting Bank (as the case may be) if and to the extent that such Lender or the Fronting Bank (as the case may be) shall have expressly waived its set-off rights in whatever currencywriting in respect of such payroll account) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Lender or the Fronting Bank or any such Affiliate, (as the case may be) to or for the credit or the account of the Borrower Obligor against any and all of the obligations of the Borrower Obligor now or hereafter existing under this Agreement or any other Loan Document to such LenderAgreement, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Lender or the Fronting Bank or such Affiliate (as the case may be) shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing the Fronting Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Obligor after any such setoff set-off and application; application made by such Lender or the Fronting Bank (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 each Lender and the Fronting Bank under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or the Fronting Bank (as the case may be) may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time 89 753191124 or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in whatever currencywriting in respect of such payroll account) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Fronting Bank or any such Affiliate, (as the case may be) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate Fronting Bank (as the case may be) shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Fronting Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Borrowers after any such setoff set-off and application; application made by such Lender or such Fronting Bank (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 each Lender and each Fronting Bank under this Section 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or such Fronting Bank (as the case may be) may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such LenderLender or Issuing Bank, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Lender or Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set- off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each Issuing Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Guarantor against any of and all the Secured Obligations of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or Secured Obligations are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender and Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the event that any Defaulting Lender shall exercise validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Lender and such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify Notwithstanding the Borrower and foregoing, the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice rights of set off set forth in this Section 5.08 shall not affect the validity apply to any Excluded Swap Obligation of such setoff and applicationGuarantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) Default, the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by the Agent or such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Agreement, the Notes held by the Agent or any such Bank, and the other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesCredit Documents, irrespective of whether or not such Lender, such LC Issuing Bank the Agent or such Affiliate Bank shall have made any demand under this Agreement Agreement, such Notes, or any such other Loan Document Credit Documents, and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender Agent and each LC Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by the Agent or such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Agent and each Bank under this Section 7.4 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Agent or such Bank may have. Notwithstanding the foregoing, Bank One, NA may not set off and apply any accounts held by the Affiliate of Bank One, NA in Lafayette so long as the funds in such accounts represent unpaid amounts due to royalty and working interest holders (including limited partnerships sponsored by the Borrower and its Subsidiaries) and other segregated funds of the Borrower and its Subsidiaries (but not any general corporate funds of the Borrower or its Subsidiaries).

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Default, Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply (a) any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by Agent and each Lender, (b) any and all other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Agent and each Lender to or for the credit or the account of Borrower, and (c) any and all management and shareholder servicing fees due Borrower from the Borrower Xxxxxxxx Funds, including such payments made by U.S. Bancorp Fund Services, LLC, against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, Borrower’s Obligations irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Affiliate any Lender shall have made any demand under this Agreement or under any other Loan Transaction Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that (but 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed each case excluding deposits held in trust a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative a third party). Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Lender agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by Agent and each Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of Agent and each Lender under this Section 8.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which Agent and each Lender may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted ---------------- under applicable law or otherwise, and to the extent not prohibited by applicable law, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Default, Collateral Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Beneficiary is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by Applicable LawLessor, the Guarantor or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time heldheld or owing by Collateral Agent or such Beneficiary (including, and other obligations (in whatever currency) at any time owingwithout limitation, by branches and agencies of Collateral Agent or such Lender, such LC Issuing Bank or any such Affiliate, Beneficiary wherever located) to or for the credit or the account of the Borrower Guarantor against any and all on account of the obligations and liabilities of the Borrower now Guarantor hereunder (subject to the limitations herein), and all other claims of any nature or hereafter existing under description arising out of or connected with this Agreement Guarantee or any other Loan Document Operative Agreement, provided that all notices and cure periods have been provided to such LenderLessor as required under the applicable Operative Agreement(s), such LC Issuing Bank or their respective Affiliates, but irrespective of whether or not such Lender, such LC Issuing Bank Collateral Agent or such Affiliate Beneficiary shall have made any demand under this Agreement hereunder and although said obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower may them, shall be contingent or unmatured unmatured. Collateral Agent and each Beneficiary agrees promptly to notify Guarantor after any such set off and application made by Collateral Agent or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessBeneficiary; 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC the Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement Agreement, any Note or any other Loan Document to such LenderDocument, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Lender or the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such Note or other Loan Document and although such obligations of the Borrower may be contingent unmatured, continued, secured or unmatured unsecured, or are owed to a branch, office or Affiliate of such Lender, such LC Lender or the 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, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Bank and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the debts, liabilities and obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Agent and the Administrative Agent promptly Borrowers after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender, the Issuing Bank and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender, the Issuing Bank and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Holdings (prior to a Qualified IPO), Intermediate Holdings or any Subsidiary against any of and all the Obligations of the obligations of the Borrower Holdings (prior to a Qualified IPO), Intermediate Holdings or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed unmatured; provided, that no amounts set off with respect to a branch, office or Affiliate any Guarantor shall be applied to any Excluded Swap Obligations of such LenderGuarantor; provided, such LC Issuing Bank different from the branchfurther, 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 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and of their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank or their respective Affiliates Lender may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to timetime after obtaining the prior written consent of the Administrative Agent, 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, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank L/C Issuer or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Subsidiary Guarantor against any and all of the obligations of the Borrower such Subsidiary Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank L/C Issuer 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 2.21 2.15 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank L/C Issuer or their respective Affiliates may have. Each Lender and each LC Issuing Bank L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Recipient and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Recipient or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such LenderRecipient, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Recipient shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that 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 2.21 8.16 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 Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank Recipient agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Recipient and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Recipient and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law and subject to exceptions of mandatory law in the country of incorporation of each Borrower, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower Company or any other Loan Party against any and all of the obligations of the Borrower Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC 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 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC 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 of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lender, such LC 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 2.21 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition 170 to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (1) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making Default, each of the request or Lenders is, subject (as between the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Lenders) to the provisions of subsection (3) of this Section 6.0112.26, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by Applicable Lawlaw, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) Indebtedness at any time owing, by such LenderLender in any of its offices, such LC Issuing Bank in Dollars or in any such Affiliateother currency, to or for the credit or the account of the 127 Borrower against any and all of the respective obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate any other Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower may be contingent or unmatured and such deposits or are owed to a branchIndebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, office set-off, banker’s lien, or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such similar rights against any deposit or obligated on other Indebtedness of Borrower whether or not located in any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such indebtedness; provided 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 that in the event that any Defaulting no Lender shall exercise any such right of setoffset-off, banker’s lien, or otherwise, against any assets of Borrower (xincluding all general or special, time or demand, provisional or other deposits and other Indebtedness owing by such Lender to or for the credit or the account of Borrower) all amounts so set off shall be paid over immediately to without the prior written consent of Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Majority Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC 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 LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.