Common use of Right of Set-off Clause in Contracts

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

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

Right of Set-off. Upon (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 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of said Section 6.018.02, the Administrative Agent and, after obtaining the prior written consent of the Administrative Agent, each other Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Guarantor against any and all of the obligations Obligations of the Company or any Borrower Guarantor now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower Guarantor after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Upon (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 Advances Notes due and payable pursuant to the provisions of Section 6.016.01 or otherwise with the consent of the Required Lenders, each Agent and each Lender Party and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations Obligations may be unmatured. Each Agent and each Lender Party agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and its their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default Default, and (iisubject to Sections 2(b) and 2(c) of this Agreement, the making of Agents and the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due Lenders may, and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is are hereby authorized to, at any time and from time to time, without notice to the Guarantor (any such notice being expressly waived by the Guarantor) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such any Agent or any Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Guarantor against any and all of the obligations of the Company or any Borrower Guarantor either now or hereafter existing under this Agreement and the Note held by such LenderGuaranty or any other Loan Document, irrespective of whether or not such any Agent or any Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations may be contingent or unmatured. Each Lender of the Agents and Lenders agrees promptly to notify the Agent and the Company or the applicable Borrower Guarantor promptly after any such set-off and applicationapplication made by such Agent or Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender the Agents and its Affiliates the Lenders under this Section 8 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender which the Agents and its Affiliates the Lenders may havehave under this Guaranty or any other Loan Document in law or otherwise.

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 Advances Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower under the Loan Documents now or hereafter existing under this Agreement and existing, irrespective of whether the Note held by such Lender, whether Administrative Agent or not such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations Obligations may be unmatured. Each of the Administrative Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and its their respective Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and its their respective Affiliates may have.

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

Right of Set-off. Upon (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 of the Credit Agreement to authorize the Agent to declare the Advances Loans due and payable pursuant to the provisions of said Section 6.01, the Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Guarantor against any and all of the obligations of the Company or any Borrower such Guarantor now or hereafter existing under this Agreement and the Note held by such LenderLoan Documents, irrespective of whether the Agent or not such Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations may be unmatured. Each The Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower such Guarantor after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Agent, such Lender and its their respective Affiliates may have.

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

Right of Set-off. Upon (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 8.02 of the Credit Agreement to authorize the Agent to declare the Advances Obligations due and payable pursuant to the provisions of said Section 6.018.02, Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Guarantor against any and all of the obligations Obligations of the Company or any Borrower such Guarantor now or hereafter existing under this Agreement and the Note held by such LenderLoan Documents, irrespective of whether Agent or not such Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower such Guarantor after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that Agent, such Lender and its their respective Affiliates may have.

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

Right of Set-off. Upon (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 7.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.017.01, each Agent and each Lender Party and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Party shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender Party agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and its their respective Affiliates may have.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any such Borrower now or hereafter existing under this Agreement and Agreement, the Note held by such LenderLender or any other Loan Document, whether or not such Lender shall have made any demand under this Agreement or Agreement, such Note or any other such Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates 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) If an Event of Default shall have occurred and be continuing, and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of any an Event of Default and under clause (iia) the making of Article 8, each of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due Lenders and payable pursuant to the provisions of Section 6.01, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate it to or for the credit or the account of the Company or any Borrower against any of and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note other Loan Documents held by such Lenderit, irrespective of whether or not such Lender it shall have made any demand under this Agreement or such Note therefor and although such obligations may be unmatured. The rights of each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that it may have. Each Lender agrees promptly to notify the Agent Borrower and the Company or the applicable Borrower Administrative Agent after any such set-set off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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

Right of Set-off. Upon (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 (S)10.01 to authorize the Administrative Agent to declare declare, or the Advances Administrative Agent's declaration of, the Notes to be due and payable pursuant to the provisions of Section 6.01(S)10.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note or Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, ; provided that the failure to give such notice shall -------- not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section (S)12.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (i) If an Event of Default shall have occurred and be continuing, and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of any an Event of Default and under clause (iia) the making of Article 8, each of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due Lenders and payable pursuant to the provisions of Section 6.01, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate it to or for the credit or the account of the Company or any Borrower against any of and all of the obligations of the Company or any Borrower now or hereafter existing under this Credit Agreement and the Note other Loan Documents held by such Lenderit, irrespective of whether or not such Lender it shall have made any demand under this Agreement or such Note therefor and although such obligations may be unmatured. The rights of each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that it may have. Each Lender agrees promptly to notify the Agent Borrower and the Company or the applicable Borrower Administrative Agent after any such set-set off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01Default, each Agent, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Guarantor against any and all of the obligations First Lien Obligations of the Company or any Borrower such Guarantor now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations First Lien Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower such Guarantor after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent, each Lender and its 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 and its their respective Affiliates may have.

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

Right of Set-off. Upon (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 Advances Notes or CAF Notes, if any, due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note or CAF Note, as the case may be, held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note or CAF Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates 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 under Section 6.01(a) or (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 Advances Loans and Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower (all such deposits and other indebtedness being herein called “Obligations”) against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the any Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations the Obligations may be unmatured. Each Lender agrees promptly to notify each of the Administrative Agent and the Company or the applicable Borrower after any such set-off and applicationapplication made by such Lender or such Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates or such Affiliate may have.

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

Right of Set-off. Upon (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 in Section 6.01 6.1 to authorize the Administrative Agent to declare the Advances and all Notes due and payable pursuant to the provisions of Section 6.016.1, each of the Administrative Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by such LenderLoan Documents, irrespective of whether the Administrative Agent or not such Lender shall have made any demand under this Agreement or such any Note or Notes and although such obligations Obligations may be unmatured. Each The Administrative Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and its their respective Affiliates under this Section 8.7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and its their respective Affiliates may have.

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

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

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

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

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

Right of Set-off. Upon (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 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of said Section 6.018.02, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Guarantor against any and all of the obligations Obligations of the Company or any Borrower Guarantor now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement Guaranty or such Note any other Loan Document and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower Guarantor after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

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

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.016.01 or otherwise with the consent of the Required Lenders, each Agent and each Lender Party and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Party shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender Party agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and its their respective Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances Loans, due and payable pursuant to the provisions of Section 6.01, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower BMCA after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each 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.and

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

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

Right of Set-off. Upon (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 Advances amounts owing hereunder to be due and payable pursuant to the provisions of Section 6.01, each Lender Agent and each Bank and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Agent, such Bank or such Affiliate to or for the credit or the account of the Company or any Borrower Account Party against any and all of the obligations Obligations of the Company or any Borrower such Account Party now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Bank shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Lender Agent and each Bank agrees promptly to notify the Agent and the Company or the applicable Borrower each Account Party after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender Agent and its each Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender Agent, such Bank and its their respective Affiliates may have.

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

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

Right of Set-off. Upon (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 Advances Notes due and payable pursuant to the provisions of Section 6.01, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Loan Party against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have, subject to the terms of the Second Lien Intercreditor and Subordination Agreement.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Designated Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Loan Party against any and all of the obligations of the Company or any Borrower such Loan Party now or hereafter existing under this Agreement and the Note held by such Lender, and to make any such currency exchange as may be necessary to effect such application, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower Parent Guarantor after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 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) If an Event of Default shall have occurred and be continuing, and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of any an Event of Default and under clause (iia) the making of Article 8, each of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due Lenders and payable pursuant to the provisions of Section 6.01, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off set‑off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate it to or for the credit or the account of the Company or any Borrower against any of and all of the obligations of the Company or any Borrower now or hereafter existing under this Credit Agreement and the Note other Loan Documents held by such Lenderit, irrespective of whether or not such Lender it shall have made any demand under this Agreement or such Note therefor and although such obligations may be unmatured. The rights of each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set‑off) that it may have. Each Lender agrees promptly to notify the Agent Borrower and the Company or the applicable Borrower Administrative Agent after any such set-set off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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

Right of Set-off. Upon (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 Advances due and payable pursuant to the provisions of Section 6.016.01 or otherwise with the consent of the Required Lenders, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Upon (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 (S)10.01 to authorize the Administrative Agent to declare declare, or the Advances Administrative Agent's declaration of, the Notes to be due and payable pursuant to the provisions of Section 6.01(S)10.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note or Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, ; provided that the failure to give such notice shall not -------- affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section (S)12.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (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 10.01 to authorize the Administrative Agent to declare declare, or the Advances Administrative Agent's declaration of, the Notes to be due and payable pursuant to the provisions of Section 6.0110.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note or Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 12.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon (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 Advances Loans due and payable pursuant to the provisions of Section 6.01, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Lender Agent and each Xxxxxx agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default with respect to a Credit Party and (iib) the making of the request or the granting of the consent specified by Section 6.01 7.3 to authorize the Administrative Agent to declare the Advances amounts owing hereunder by such Credit Party to be due and payable pursuant to the provisions of Section 6.017.3, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits of such Credit Party (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower such Credit Party against any and all of the obligations Obligations of the Company or any Borrower such Credit Party now or hereafter existing under this Agreement and the Note held by Credit Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower RenRe after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section 9.4 are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

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

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

Right of Set-off. Upon (ia) the occurrence and during the ---------------- continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 (S) 10.1 to authorize the Administrative Agent to declare declare, or the Advances Administrative Agent's declaration of, the Loans to be due and payable pursuant to the provisions of Section 6.01(S) 10.1, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Agreement, any Note or Notes held by such LenderLender and the other Loan Documents, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note or the other Loan Documents and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent Borrower and the Company or the applicable Borrower Administrative Agent after any such set-set- off and application, ; provided that the failure to give such notice shall not -------- affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section (S) 12.5 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. Upon Subject to Section 3.04, upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Designated Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Loan Party against any and all of the obligations of the Company or any Borrower such Loan Party now or hereafter existing under this Agreement and the Note held by such Lender, and to make any such currency exchange as may be necessary to effect such application, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower Parent Guarantor after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to the Borrower, and (ii) the making of the request or the granting of the consent specified by Section 6.01 10.2 to authorize the Administrative Agent to declare the Notes and Advances due and payable pursuant to the provisions of Section 6.0110.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement the Loan Documents or such Note Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that which such Lender and its Affiliates may have.

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

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

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

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

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

Right of Set-off. Upon (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 Advances Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note or Notes (if any) held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its respective 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 respective Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note or Notes (if any) held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower 48 after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its respective 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 respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance continuation 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 Default, NAC Guarantor hereby irrevocably authorizes Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to timetime without notice to NAC Guarantor, any such notice being expressly waived by NAC Guarantor, to the fullest extent permitted by law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by such Lender or such Affiliate Agent to or for the credit or the account of the Company NAC Guarantor, or any Borrower part thereof in such amounts as Agent may elect, against any and all on account of the obligations and liabilities of the Company NAC Guarantor to Agent hereunder, in any currency, whether arising hereunder or under any Borrower now or hereafter existing under this Agreement and the Note held by such LenderLoan Document, as Agent may elect, whether or not such Lender shall have Agent has made any demand under this Agreement or such Note for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. Each Lender agrees Agent shall notify NAC Guarantor promptly to notify the Agent and the Company or the applicable Borrower after of any such set-off and application, the application made by Agent; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates Agent under this Section 7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates Agent may have.

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

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

Right of Set-off. Upon (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 Advances amounts owing hereunder to be due and payable pursuant to the provisions of Section 6.01, each Lender Agent and each Bank and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Agent, such Bank or such Affiliate to or for the credit or the account of the Company or any Borrower Account Party against any and all of the obligations Obligations of the Company or any Borrower such Account Party now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Bank shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Lender Agent and each Bank agrees promptly to notify the Agent and the Company or the applicable Borrower each Account Party after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender Agent and its each Bank and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender Agent, such Bank and its their respective Affiliates may have.

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

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

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

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the Advances principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 6.018.02, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Borrower, against any and all of the obligations of the Company or any such Borrower now or hereafter existing under this Agreement and the Note Promissory Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note Promissory Notes, as the case may be, and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or promptly the applicable Borrower after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that which such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (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 Advances Loans due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by such LenderLoan Documents, irrespective of whether the Administrative Agent or not such Lender shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each The Administrative Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and its their respective Affiliates may have.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent and/or such Lender or such Affiliate Bank to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by such Lenderany Loan Document, irrespective of whether or not the Agent or such Lender Bank shall have made any demand under this Agreement or such Note Loan Document and although such deposits, indebtedness or obligations may be unmaturedunmatured or contingent. Each Lender agrees Agent and such Bank agree promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender the Agent and its Affiliates Banks under this Section SECTION 11.10 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender which the Agent and its Affiliates the Banks may have. In the event of any such set-off the Bank or the Agent setting-off such amount shall promptly remit the proportionate share of such sum to the other Banks in accordance with their respective Pro Rata Share.

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 Advances due and payable pursuant to the provisions of Section 6.01, each Agent and each Lender Party and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Company or any Borrower Loan Party against any and all of the obligations Obligations of the Company or any Borrower Loan Parties now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Party shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender Party agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and its their respective Affiliates may have.. 150

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 7.01 to authorize the Administrative Agent to declare the Advances Loans due and payable pursuant to the provisions of Section 6.017.01, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section 11.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

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

Right of Set-off. Upon (i) If an Event of Default shall have occurred and be continuing, and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of any an Event of Default and under clause (iia) the making of Article 8, each of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due Lenders and payable pursuant to the provisions of Section 6.01, each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate it to or for the credit or the account of the Company or any Borrower against any of and all of the obligations of the Company or any Borrower now or hereafter existing under this Loan Agreement and the Note other Loan Documents held by such Lenderit, irrespective of whether or not such Lender it shall have made any demand under this Agreement or such Note therefor and although such obligations may be unmatured. The rights of each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that it may have. Each Lender agrees promptly to notify the Agent Borrower and the Company or the applicable Borrower Administrative Agent after any such set-set off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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

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

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 Advances Notes due and payable pursuant to the provisions of Section 6.01, each Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any such Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable each Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, including other rights of set-off) that such Agent, such Lender and its their respective Affiliates may have.

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

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

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

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

Right of Set-off. Upon (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 Advances Working Capital Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower Loan Parties against any and all of the obligations Obligations of the Company or any Borrower Loan Parties now or hereafter existing under this Agreement and the Note Loan Documents, held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Working Capital Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower such Loan Party after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its respective 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 respective Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates branches and agencies is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Lender, its branches or such Affiliate agencies to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and Lender, its Affiliates branches or agencies under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and Lender, its Affiliates branches or agencies may have.. 105 101

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.01 7.2 to authorize the Agent Administrative Agents to declare the Advances Obligations due and payable pursuant to the provisions of Section 6.017.2 or the automatic acceleration of the Obligations pursuant to Section 7.3, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations of the Company or any Borrower now or hereafter existing under this Agreement and Agreement, the Note held by such Lender, and the other Credit Documents, irrespective of whether or not such Lender shall have made any demand under this Agreement Agreement, such Note, or such Note other Credit Documents, and although such obligations may be unmatured. Each Lender agrees to promptly to notify the Agent Borrower and the Company or the applicable Borrower Administrative Agents after any such set-off and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that which such Lender and its Affiliates may have.

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

Right of Set-off. Upon (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 in Section 6.01 to authorize the Administrative Agent to declare the Advances and all Notes due and payable pursuant to the provisions of Section 6.01, each of the Administrative Agent and each Lender and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by such LenderLoan Documents, irrespective of whether the Administrative Agent or not such Lender shall have made any demand under this Agreement or such any Note or Notes and although such obligations Obligations may be unmatured. Each The Administrative Agent and each Lender agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and its their respective Affiliates under this Section 8.07 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances Loans due and payable pursuant to the provisions of Section 6.01, each Agent and each Lender Party and each of its their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations Obligations of the Company or any Borrower now or hereafter existing under this Agreement and the Note held by Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender Party shall have made any demand under this Agreement or such Note and although such obligations Obligations may be unmatured. Each Agent and each Lender Party agrees promptly to notify the Agent and the Company or the applicable Borrower after any such set-off and application; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and its their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and its their respective Affiliates may have. SECTION 9.06.

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