Common use of Right of Set-off Clause in Contracts

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault under Sections 7.01(a), (b), (h) or (i) of the Administrative AgentCredit Agreement shall have occurred and be continuing, the each Lender, each Issuing Lender Bank and each Lender of 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, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the such Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing such Lender or such Lender, and the other Loan DocumentsIssuing Bank, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees are owed to promptly notify the Borrower after any a branch or office of such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such setoff and application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of the Administrative Agenteach Lender, the each Issuing Lender Bank and each Lender their respective Affiliates under this Section 7.04 5.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agentsuch Lender, the such Issuing Lender or such Lender Bank and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.01, the Administrative Agenteach Lender, the Issuing Lender each LC Issuer and each Lender 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 Agentsuch Lender, the Issuing Lender such LC Issuer or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Loan Documents and any Note held by the Administrative Agent, the Issuing such Lender or such LenderLC Issuer, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender LC Issuer shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note and although such obligations may be unmatured. The Administrative Agent, the Issuing Each Lender and each Lender LC Issuer agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agenteach Lender, the Issuing Lender each LC Issuer and each Lender their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agentsuch Lender, the Issuing Lender or such Lender LC Issuer and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault under Sections 7.01(a), (b), (h) or (i) of the Administrative AgentCredit Agreement shall have occurred and be continuing, the each Lender, each Issuing Lender Bank and each Lender of 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, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the such Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing such Lender or such Lender, and the other Loan DocumentsIssuing Bank, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees are owed to promptly notify the Borrower after any a branch or office of such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable Grantor and the Administrative Agent of such setoff and application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of the Administrative Agenteach Lender, the each Issuing Lender Bank and each Lender their respective Affiliates under this Section 7.04 5.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agentsuch Lender, the such Issuing Lender or such Lender Bank and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, Default the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, without notice to the fullest extent permitted Borrower (any such notice being expressly waived by lawthe Borrower), 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 Indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations Indebtedness of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan DocumentsBorrower, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, the Note and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights In addition, the Lender recognizes and agrees, and any other holder of the Administrative AgentNote by acceptance hereof shall be deemed to agree, that any and all balances, credits, deposits, accounts or moneys of the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that Borrower now or hereafter with the Administrative Agent, the Issuing Lender or such other holder shall, at the direction of the Borrower, be applied to the payment and prepayment of any obligation of the Borrower to the Lender may haveor other holder hereunder.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, but specifically excluding any trust or segregated accounts) at any time held by Lender and any and all other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, Borrower’s Obligations irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such under any of the other Loan Documents, Transaction Documents and although such obligations may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 7.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such which Lender may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing each Lender and each Lender 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 the Administrative Agent, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The ; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18(e) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender Banks, and the Lenders. 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 promptly notify the Borrower and the Administrative Agent after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, but specifically excluding any trust or segregated accounts) at any time held by Lender and any and all other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, Borrower’s Obligations irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such under any of the other Loan Documents, Transaction Documents and although such obligations may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and applicationapplication or result in any liability to Lender. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 7.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such which Lender may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agenteach Lender, the Issuing Lender Bank, and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, Agreement or any other Loan Document to such Lender or the Issuing Lender or such Lender, and the other Loan DocumentsBank, irrespective of whether or not the Administrative Agent, such Lender or the Issuing Lender or such Lender Bank shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The Administrative Agentrights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and each Lender the Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by the Administrative Agent, the Issuing Lender or such Lender, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The ; provided that in the event that any Defaulting Lender exercises any such right of set-off, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21(a)(ii) (Defaulting Lender) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Issuers, the Swingline Lender and each the Lenders. Each Lender agrees promptly to promptly notify the Parent Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; 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, the Issuing Lender and each Lender under this Section 7.04 10.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault under the Credit Agreement shall have occurred and be continuing, the Administrative Agenteach Lender, the Issuing Lender Banks and each Lender of 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, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the such Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing such Lender or such Lender, and the other Loan DocumentsIssuing Bank, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although (i) such obligations may be unmatured. The Administrative Agent, the Issuing Lender contingent or unmatured and each Lender agrees (ii) such obligations are owed to promptly notify the Borrower after any a branch or office of such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable Grantor and the Administrative Agent of such setoff and application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of the Administrative Agenteach Lender, the each Issuing Lender Bank and each Lender their respective Affiliates under this Section 7.04 5.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agentsuch Lender, the such Issuing Lender or such Lender Bank and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon The Borrower hereby grants to the Lender a lien, security interest and right of setoff as security for all Indebtedness and obligations of the Borrower upon and against all deposits, credit, and property of the Borrower, now or hereafter in the possession, custody, safekeeping or control of such Person; and upon (a) the occurrence and during the continuance of any Event of Default; and (b) the decision by the Lender to declare the Note due and payable pursuant to the provisions of Article VII, the Administrative Agent, the Issuing Lender and each Lender 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, other than trust funds) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations Indebtedness of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, Agreement and the other Loan DocumentsNote, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, the Note shall have been made and although such obligations Indebtedness may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to shall promptly notify the Borrower after any such set-set off and application made by the Administrative Agentapplication; PROVIDED, the Issuing Lender or such LenderHOWEVER, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-set - off) that the Administrative Agentsuch Persons may have at law, the Issuing Lender in equity or such Lender may haveotherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agenteach Lender, the Issuing Lender Bank and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Agent, 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 finalobligations (in whatever currency) at any time held and other indebtedness at any time owing by the Administrative Agentsuch Lender, the Issuing Lender Bank or any such Lender Affiliate) to or for the credit or the account of the Borrower or any Guarantor against any and all of the obligations of the such Borrower or such Guarantor now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, Agreement or any other Loan Document to such Lender or the Issuing Lender or such Lender, and the other Loan DocumentsBank, irrespective of whether or not the Administrative Agent, such Lender or the Issuing Lender or such Lender Bank shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations of such Borrower or such Guarantor may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The Administrative Agentrights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and each Lender the Issuing Bank agrees to promptly notify the Borrower and the Agent promptly after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault under the Credit Agreement shall have occurred and be continuing, the Administrative Agenteach Lender, the Issuing Lender Banks and each Lender of 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, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the such Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing such Lender or such Lender, and the other Loan DocumentsIssuing Bank, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although (i) such obligations may be unmatured. The Administrative Agent, the Issuing Lender contingent or unmatured and each Lender agrees (ii) such obligations are owed to promptly notify the Borrower after any a branch or office of such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable Grantor and the Administrative Agent of such setoff and application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of the Administrative Agenteach Lender, the each Issuing Lender Bank and each Lender their respective Affiliates under this Section 7.04 5.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agentsuch Lender, the such Issuing Lender or such Lender Bank and their respective Affiliates may have.

Right of Set-off. Upon The Borrower hereby grants to the Lender a lien, security interest and right of setoff as security for all Indebtedness and obligations of the Borrower upon and against all deposits, credit, and property of the Borrower, now or hereafter in the possession, custody, safekeeping or control of such Person; and upon (a) the occurrence and during the continuance of any Event of Default; and (b) the decision by the Lender to declare the Note due and payable pursuant to the provisions of Article VII, the Administrative Agent, the Issuing Lender and each Lender 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, other than trust funds) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations Indebtedness of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, Agreement and the other Loan DocumentsNote, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, the Note shall have been made and although such obligations Indebtedness may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to shall promptly notify the Borrower after any such set-set off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-set - off) that the Administrative Agentsuch Persons may have at law, the Issuing Lender in equity or such Lender may haveotherwise.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, the Administrative Agent, the Issuing each Lender and its Affiliates and each Lender L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor to the fullest extent permitted by lawapplicable Law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by the Administrative Agentby, the Issuing such Lender and its Affiliates or such Lender L/C Issuer and its Affiliates to or for the credit or the account of the Borrower respective Guarantor against any and all of the obligations of the Borrower owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder, now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documentsexisting, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Affiliate shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. The Administrative Agent, the Issuing Each Lender and each Lender L/C Issuer agrees promptly to promptly notify the Borrower relevant Guarantor and the Administrative Agent after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such LenderL/C Issuer, provided as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing each Lender and each Lender L/C Issuer under this Section 7.04 4.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or such L/C Issuer and such Lender may have.

Right of Set-off. Upon The Borrower hereby grants to the Lender a lien, security interest and right of setoff as security for all Indebtedness and obligations of the Borrower upon and against all deposits, credit, and property of the Borrower, now or hereafter in the possession, custody, safekeeping or control of such Person; and upon (a) the occurrence and during the continuance of any Event of Default; and (b) the decision by the Lender to declare the Note due and payable pursuant to the provisions of Article VII, the Administrative Agent, the Issuing Lender and each Lender 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, other than trust funds) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations Indebtedness of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, Agreement and the other Loan DocumentsNote, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, the Note shall have been made and although such obligations Indebtedness may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to shall promptly notify the Borrower after any such set-set off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agentsuch Persons may have at law, the Issuing Lender in equity or such Lender may haveotherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing each Lender and each Lender 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 the Administrative Agent, the Issuing such Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Affiliate now or hereafter existing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The Administrative Agent, the Issuing rights of each Lender under this Section are in addition to other rights and each remedies (including other rights of set-off) which such Lender may have. Each Lender agrees to promptly notify the Borrower Company and the Agent promptly after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may havehave under the other Loans Documents or under any applicable law.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all (x) deposits (general or special, time or demand, provisional or final) at any time held and or other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to funds of (or for the credit or the account of of) Borrower at any time held by Lender and (y) any other amounts at any time owing by the Lender to, or for the credit or the account of, the Borrower (whether such amounts constitute indebtedness owed by Lender, distributions on equity interests of Lender or otherwise) against any and all of the obligations of the Borrower Note now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under (i) this Agreement, such Notes, Agreement or such (ii) any other Loan Documents, Document and although such obligations may be unmaturedwhether or not the Note is otherwise due. The Administrative Agent, the Issuing Lender and each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative AgentLender; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender and each Lender under this Article VI, Section 7.04 D are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that which the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Administrative Agent, the Issuing Swing Line Lender and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the Issuing Swing Line Lender or any such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Agreement or any other Loan Document to such Lender or such Lender, and the other Loan Documents, Swing Line Lender irrespective of whether or not the Administrative Agent, the Issuing such Lender or such the Swing Line Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender or the Swing Line Lender different from the branch or office holding such deposit or obligated on such indebtedness. The Administrative Agentrights of each Lender or the Swing Line Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Swing Line Lender or their respective Affiliates may have. Each Lender and each the Swing Line Lender agrees agree to promptly notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by the Administrative Agent, the Issuing Lender or such Lender, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the each Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the such Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the such Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the such Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the each Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the such Issuing Lender 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, the each Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the such Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the such Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing each Lender and Issuing Bank, and each Lender of 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 (including general or special, time or demand, provisional or final, but excluding customer related deposits or ERISA related funds) at any time held and other indebtedness obligations at any time owing by the Administrative Agentsuch Lender, the Issuing Lender Bank or such Lender Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The , provided that such Lender, Issuing Bank or Affiliate shall notify the Administrative AgentAgent promptly after effecting such set-off, provided further that the Issuing Lender and each Lender agrees to promptly Administrative Agent shall notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and applicationpromptly after receiving such notice from such Lender, Issuing Bank or Affiliate. The rights of the Administrative Agent, the Issuing each Lender and Issuing Bank, and each Lender of their respective Affiliates, under this Section 7.04 are in addition to any and shall not limit other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agentsuch Lender, the Issuing Lender Bank or such Lender Affiliate may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender Agent and each Lender is of the Lenders and each of their respective Affiliates are 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, Agent and each of the Issuing Lender Lenders or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Agreement and any Note held by the Administrative AgentAgent and each of the Lenders, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, Agent and each of the Issuing Lender or such Lender Lenders shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees of the Lenders agree promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, 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, the Issuing Lender Agent and each Lender of the Lenders and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, Agent and each of the Issuing Lender or such Lender Lenders and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing each Liquidity Lender and each Lender Affiliate of any of them 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, the Issuing such Lender or such Lender any of their respective Affiliates to or for the credit or the account of the Parent or any Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Parent or such Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits respective Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Lender shall exercise any right of setoff, (x) all amounts so set off shall be paid over immediately to the Revolving and LC Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Revolving and LC Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Revolving and LC Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default, Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative AgentAgent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower to such Lender now or hereafter existing under this Agreement, Agreement and the Note or Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application shall be made by the Administrative Agent, the Issuing Lender or such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application; provided further that no Lender shall exercise any such right of set-off or any other right of set-off without the prior consent of the Administrative Agent. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 8.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or which such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawRequirements of 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 the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower Loan Parties against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, Agreement or any other Financing Agreement and even though such Notes, or such other Loan Documents, and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower Agent after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault 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, the Administrative Agent, the Issuing each Lender and each Lender 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Company or the Borrower against any and all of the obligations of the Company or the Borrower now or hereafter existing under this Agreement, Agreement and the Notes Note held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Agent and the Company or the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, 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, the Issuing each Lender and each Lender its Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and its Affiliates may have. Notwithstanding the foregoing, prior to the Closing Date no Lender may exercise any right of set-off or counterclaim in respect of its Advances or Commitments hereunder to the extent doing so would prevent, limit or delay the making of such Advances on the Closing Date and the use of the proceeds thereof to consummate the Transactions.

Right of Set-off. Upon Each of the occurrence Administrative Agent, each Lender, and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender Default and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness, claims or other obligations at any time owing by the Administrative Agent, the Issuing such Lender or such Lender any of their respective Affiliates to or for the credit or the account of the Borrower Borrowers or any other Credit Party against any and all Obligation of the obligations of the Borrower any Credit Party now or hereafter existing under this Agreementexisting, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand was made under this Agreement, any Loan Document with respect to such Notes, or Obligation and even though such other Loan Documents, and although such obligations Obligation may be unmatured. The No Lender shall exercise any such right of setoff without the prior consent of the Administrative Agent, Agent or the Issuing Lender Required Lenders. Each of the Administrative Agent and each Lender agrees promptly to promptly notify the Borrower Borrowers and the Administrative Agent after any such set-off setoff and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 12.2 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or such Lender Lenders, their Affiliates and the other Secured Parties, may have.

Right of Set-off. Upon both (a) the occurrence and during the continuance of any Event of Default, Default and (b) the making of the request or the granting of the consent specified by Section 8.2 of the Credit Agreement to authorize the Administrative Agent to take the actions described therein, each Agent, the Issuing each Lender and each Lender L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by 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 such Agent, the Issuing such Lender or such Lender L/C Issuer or such Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations Obligations of the Borrower such Guarantor now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative such Agent, the Issuing such Lender or such Lender L/C Issuer shall have made any demand under this Agreement, such Notes, Guaranty or such any other Loan Documents, Document and although such obligations Obligations may be unmatured. The Administrative Each Agent, the Issuing each Lender and each Lender L/C Issuer agrees promptly to promptly notify the Borrower such Guarantor after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative each Agent, the Issuing each Lender and each Lender L/C Issuer and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative such Agent, the Issuing Lender or such Lender Lender, such L/C Issuer and their respective Affiliates may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default, Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative AgentAgent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Issuing Lender each Agent and each Lender Party and each of 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 such Agent, the Issuing such Lender Party or such Lender Affiliate to or for the credit or the account of the Parent Guarantor or any Borrower against any and all of the obligations Obligations of the Borrower Parent Guarantor or the Borrowers now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender such Agent or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Each Agent and each Lender Party agrees promptly to promptly notify the Parent Guarantor or the applicable Borrower after any such set-off and application made by the Administrative Agentapplication; PROVIDED, the Issuing Lender or such LenderHOWEVER, 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, the Issuing Lender each Agent and each Lender Party and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative such Agent, the Issuing Lender or such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender each Participant and each Lender Affiliate of any of them 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, the Issuing Lender such Participant or such Lender any of their respective Affiliates to or for the credit or the account of the Borrower Parent or any Applicant against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender Participant shall have made any demand under this Agreement, Agreement or any other Credit Document and even though such Notes, or such other Loan Documents, and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender Each Participant agrees promptly to promptly notify the Borrower Parent or such Applicant after any such set-off and application made by the Administrative Agentsuch Participant or its respective Affiliates; provided, the Issuing Lender or such Lenderhowever, provided that the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Participant shall exercise any right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Participant from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Participants, and (y) the Defaulting Participant shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Participant as to which it exercised such right of setoff. The rights of the Administrative Agent, the Issuing Lender and each Lender Participant under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender Participant may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement, the Notes Agreement or any other Loan Document held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Document and although such the obligations may be unmatured. The Administrative Agent; provided, that in the Issuing event that any Defaulting Lender and each Lender agrees to promptly notify the Borrower after shall exercise any such set-right of setoff, (x) all amounts so set off and application made by shall be paid over immediately to the Administrative AgentAgent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Issuing benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender or shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Lender, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such set-off and applicationsetoff. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 9.06 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon Subject to the provisions of Section 7.01, Section 8.03 and the Orders, upon the occurrence and during the continuance of any Event of DefaultDefault and at least 5 days' prior notice to the applicable Loan Party, the Administrative each Agent, the Issuing Lender each Fronting Bank and each DIP Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawlaw and without further order of or application to the Bankruptcy Court, 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 each such Agent, the Issuing Lender or each such Fronting Bank and each such DIP Lender to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative such Agent, the Issuing Lender Fronting Bank or such DIP Lender shall have made any demand under this Agreement, such Notes, or such other any Loan Documents, Document and although such obligations may be unmaturednot have been accelerated. The Administrative AgentEach DIP Lender, the Issuing Lender Fronting Bank and each Lender Agent agrees promptly to promptly notify the Borrower applicable Loan Party after any such set-off and application made by the Administrative such DIP Lender, Fronting Bank or Agent, as the Issuing Lender or such Lendercase may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agenteach DIP Lender, the Issuing Lender Fronting Bank and each Lender Agent under this Section 7.04 are in addition to any other rights and remedies (includingthat such DIP Lender, without limitation, other rights Fronting Bank and Agent may have upon the occurrence and during the continuance of set-off) that the Administrative Agent, the Issuing Lender or such Lender may haveany Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender Lender, and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender Lender, or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender Lender, or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Lender, or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Lender, and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender Lender, 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, the Issuing Lender Lender, and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Lender, or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing each Lender and each Lender 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 the Administrative Agent, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18(c) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders. The Administrative Agent, the Issuing Lender and 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 promptly notify the Borrower and the Administrative Agent after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agenteach Lender, the Issuing Lender Bank and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or finalobligations (in whatever currency) at any time held and other indebtedness at any time owing by the Administrative Agentsuch Lender, the Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the any Borrower or any other Guarantor against any and all of the obligations of the such Borrower or such Guarantor now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, Agreement or any other Loan Document to such Lender or the Issuing Lender or such Lender, and the other Loan DocumentsBank, irrespective of whether or not the Administrative Agent, such Lender or the Issuing Lender or such Lender Bank shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations of such Borrower or such Guarantor may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The Administrative Agentrights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and each Lender the Issuing Bank agrees to promptly notify the Borrower Company and the Administrative Agent promptly after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.02, the Administrative Agent, the Issuing Lender Agent and each Lender Party and each of 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) ), other than any Pledged Account or the Controlled Accounts, at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing such Lender Party or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Financing Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender Party agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender Party and their respective Affiliates under this Section 7.04 8.05 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing each Lender (and each Lender of its Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding deposits that such Lender knows or, with reasonable inquiry should know, are held by the Borrower in a fiduciary capacity for the benefit of others) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender (or any of its Affiliates) to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, Agreement and the Notes Instrument held by the Administrative Agent, the Issuing such Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Affiliate shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Credit Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 7.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender Agent and each Lender is hereby irrevocably authorized at any time and from time to time, time without notice to the fullest extent permitted Guarantor, any such notice being expressly waived by lawthe Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, the Issuing Lender Agent or such Lender to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all or on account of the obligations and liabilities of the Borrower now Guarantor to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Guarantor, in any currency, whether arising hereunder, or under this the Credit Agreement, the Notes held by or any Note, as the Administrative Agent, the Issuing Lender Agent or such LenderLender may elect, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees to promptly shall notify the Borrower after Guarantor promptly of any such set-off and the application made by the Administrative Agent, the Issuing Lender Agent or such Lender, as the case may be, of the proceeds thereof; 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, the Issuing Lender Agent and each Lender under this Section 7.04 paragraph are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Agent or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Revolving Credit Agreement, the Administrative Agent, the Issuing Lender and each Guarantor hereby irrevocably authorizes each Lender is hereby authorized at any time and from time to timetime without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to the fullest extent permitted by 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 the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower such Guarantor, or any part thereof, in such amounts as such Lender may elect, against any and all on account of the obligations and liabilities of such Guarantor to such Lender hereunder and claims of every nature and description of such Lender against such Guarantor, in any currency, whether arising hereunder, under the Borrower now or hereafter existing under this Revolving Credit Agreement, the Notes held by the Administrative AgentRevolving Notes, the Issuing Swing Line Note, the Standby Letters of Credit or otherwise under any other Credit Document, as such Lender or such Lendermay elect, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Agent or any Lender or such Lender shall have has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees to notify such Guarantor promptly notify the Borrower after of any such set-off and the application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or which such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 8.6 against any deposit accounts of the Borrower and its Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 8.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 8(a) by any Foreign Subsidiary Borrower, the Administrative Agent, the Issuing Lender Agent and each Lender is hereby irrevocably authorized at any time and from time to time, time without notice to the fullest extent permitted Company, any such notice being expressly waived by lawthe Company, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, the Issuing Lender Agent or such Lender to or for the credit or the account of the Borrower Company, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against any and all or on account of the obligations and liabilities of the Borrower now Company to the Administrative Agent or hereafter existing such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Company, in any currency, whether arising hereunder, under this Agreement, the Notes held by any Loan Document or otherwise, as the Administrative Agent, the Issuing Lender Agent or such LenderLender may elect, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees to promptly shall notify the Borrower after Company promptly of any such set-off and the application made by the Administrative Agent, the Issuing Lender Agent or such Lender, as the case may be, of the proceeds thereof; 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, the Issuing Lender Agent and each Lender under this Section 7.04 paragraph are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Agent or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agenteach Lender, the Issuing Lender Bank, and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the Issuing Lender Bank or any such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, Agreement or any other Loan Document to such Lender or the Issuing Lender or such Lender, and the other Loan DocumentsBank, irrespective of whether or not the Administrative Agent, such Lender or the Issuing Lender or such Lender Bank shall have made any demand 52450492_8 under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The Administrative Agentrights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and each Lender the Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by the Administrative Agent, the Issuing Lender or such Lender, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of in Default, the Administrative Agent, the Issuing Lender and each Lender hereby is hereby authorized at any time and from time to time, without notice to the fullest extent permitted Borrower (any such notice being expressly waived by lawthe Borrower), 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, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, Agreement and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or any such other Loan Documents, Document and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower (through the Agent) after any such set-off and application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 13.05 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or which such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR ANY SUBSIDIARY GUARANTOR HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT AND THE MAJORITY LENDERS.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.01, the Administrative Agenteach Lender, the Issuing Lender each LC Issuer and each Lender 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 Agentsuch Lender, the Issuing Lender such LC Issuer or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Loan Documents and any Note held by the Administrative Agent, the Issuing such Lender or such LenderLC Issuer, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender LC Issuer shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note and although such obligations may be unmatured. The Administrative Agent, the Issuing Each Lender and each Lender LC Issuer agrees promptly to promptly notify the Borrower after any such set-off set‑off and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of the Administrative Agenteach Lender, the Issuing Lender each LC Issuer and each Lender their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-offset‑off) that the Administrative Agentsuch Lender, the Issuing Lender or such Lender LC Issuer and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Agreement or any other Loan Document held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Document and although such the obligations may be unmatured. The Administrative Agent; provided, that in the Issuing event that any Defaulting Lender and each Lender agrees to promptly notify the Borrower after shall exercise any such set-right of setoff, (x) all amounts so set off and application made by shall be paid over immediately to the Administrative AgentAgent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Issuing benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender or shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Lender, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such set-off and applicationsetoff. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 9.06 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.02, the Administrative Agent, the Issuing Agent and each Lender and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawlaw (including PUHCA), to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) ), other than any Pledged Account or the Controlled Accounts, at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Financing Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default, Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative AgentAgent to declare the Notes due and payable pursuant to the Cxxxxxx Credit Agreement provisions of Section 6.01 or otherwise with the consent of the Required Lenders, the Issuing Lender each Agent and each Lender Party and each of 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 such Agent, the Issuing such Lender Party or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender such Agent or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender Each Agent and each Lender Party agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender each Agent and each Lender Party and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative such Agent, the Issuing Lender or such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Designated Agent to declare the Advances due and payable pursuant to the provisions of Section 7.01, the Administrative Agentor to demand payment of (or cash collateralization of) all then outstanding Letter of Credit Liability, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust accounts) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower Borrowerany Obligor against any and all of the obligations of the Borrower Borrowersuch Obligor now or hereafter existing under this AgreementAgreement (including, to the Notes held fullest extent permitted by law, obligations indirectly owed to such Lender by virtue of its purchase of a participation or sub-participation of the Administrative AgentLetter of Credit Liability pursuant to Section 3.05), the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower BorrowerParent and the Designated Agent after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, ; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or which such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, the Administrative Agent, the Issuing Lender and each Subsidiary Guarantor hereby irrevocably authorizes each Lender is hereby authorized at any time and from time to timetime without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, to the fullest extent permitted any such notice being expressly waived by laweach Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any part thereof in such amounts as such Lender may elect, against any and all on account of the obligations and liabilities of such Subsidiary Guarantor to such Lender hereunder and claims of every nature and description of such Lender against such Subsidiary Guarantor, in any currency, whether arising hereunder, under the Borrower now or hereafter existing under this Credit Agreement, the Notes held by the Administrative AgentNotes, the Issuing Lender or such Lender, and the other Loan DocumentsDocuments or otherwise, irrespective of as such Lender may elect, whether or not the Administrative Agent, the Issuing Agent or any Lender or such Lender shall have has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees to notify such Subsidiary Guarantor promptly notify the Borrower after of 108 any such set-off and the application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 paragraph are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or which such Lender may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default, Default arising out a breach by a Borrower or its Subsidiaries and (b) the making of the request or the granting of the consent specified by Section 7.1 to authorize the Administrative AgentAgent to declare the Advances due and payable pursuant to the provisions of Section 7.1 (unless such Event of Default is an Event of Default described in Section 7.1(f), in which case the Issuing requirement of this clause (b) shall be inapplicable), each Lender and the LC Bank and each Lender of 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) ), except in dedicated payroll accounts or in margin accounts, at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or the LC Bank or such Lender Affiliate to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender the LC Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The Administrative Agent, the Issuing Each Lender and each Lender the LC Bank agrees promptly to promptly notify the such Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderthe LC Bank or any of their respective Affiliates; provided that, 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, the Issuing Lender and each Lender or the LC Bank or their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing which such Lender or such Lender the LC Bank or their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Administrative Agent, the Issuing Lender L/C Issuer and each Lender of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agentsuch Lender, the Issuing Lender L/C Issuer or any such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Agreement or any other Loan Document to such Lender or such Lender, and the other Loan DocumentsL/C Issuer, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender the L/C Issuer shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The Administrative Agentrights of each Lender, the Issuing L/C Issuer and their respective Affiliates under this Section are in addition to other EXECUTION rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and each Lender the L/C Issuer agrees to promptly notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by the Administrative Agent, the Issuing Lender or such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon Subject to Section 2.14, upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Primary Agent and each Lender and each Lender 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 the Administrative Agent, the Issuing Primary Agent or such Lender or such Lender Affiliate to or for the credit or the account of the Borrower applicable Loan Parties against any and all of the obligations Obligations of the Borrower applicable Loan Parties now or hereafter existing under this Agreement, Agreement and the Note or Notes (if any) held by the Administrative Agent, the Issuing Lender Primary Agent or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Primary Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Primary Agent and each Lender agrees promptly to promptly notify the Borrower Borrowers and the Administrative Agent after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Primary Agent and each Lender and its respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and its respective Affiliates may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Agent and each Lender and each Lender of 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, any Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender Xxxxxx agrees promptly to promptly notify the Borrower or such other party after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 9.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have.. ​ 102 ​ ​

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is The Indemnitor hereby authorized at any time and from time to time, (a) grants to the fullest extent permitted by law, to set off and apply Indemnitees a security interest in any and all deposits (general or special, time or demand, provisional or final) at any time held held, and any other indebtedness at any time owing owing, by the Administrative Agent, the Issuing Lender or such Lender Indemnitees to or for the account or credit or the account of the Borrower Indemnitor, and (b) authorizes the Indemnitees, at any time and from time to time, after the occurrence of a default hereunder by the Indemnitor, without notice to the Indemnitor (any such notice being expressly waived by the Indemnitor) and to the fullest extent permitted by law, to set off and apply any such payments against any and all Obligations of the obligations of the Borrower Indemnitor now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan DocumentsEnvironmental Indemnity, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender Indemnitees shall have made any demand under this Agreement, such Notes, or such other Loan DocumentsEnvironmental Indemnity, and although such obligations Obligations may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees Indemnitees agree promptly to promptly notify the Borrower Indemnitor after any such set-set- off and application made by the Administrative AgentIndemnitees; provided, the Issuing Lender or such Lenderhowever, provided that the failure to give any such notice shall not affect the validity of any such set-off and application. The rights of the Administrative Agent, the Issuing Lender and each Lender Indemnitees under this Section 7.04 6 are in addition to any all other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Indemnitees may have hereunder or such Lender may haveunder applicable laws.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Agent and each Lender and each Lender of 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, any Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees Lendex xxxxes promptly to promptly notify the Borrower or such other party after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 9.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Lender Agent and each Lender Party and each of 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, the Issuing such Lender Party or such Lender Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender Party agrees promptly to promptly notify the Borrower or such Loan Party after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lender, 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, the Issuing Lender Agent and each Lender Party and their respective Affiliates under this Section 7.04 9.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default, Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Agent, the Issuing Lender Lead Arranger and each Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off -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 such Agent, the Issuing Lead Arranger, such Lender Party or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative such Agent, the Issuing Lender Lead Arranger or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations Obligations may be unmatured. The Administrative Each Agent, the Issuing Lender Lead Arranger and each Lender Party agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, provided that the failure to give such notice shall not 103 affect the validity of such set-off and application. The rights of the Administrative each Agent, the Issuing Lender Lead Arranger and each Lender Party and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative such Agent, the Issuing Lender or Lead Arranger such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault each Lender, the Administrative Agent, the Issuing Lender Tranche B Investor and each Lender Affiliate of either of them 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, the Issuing such Lender or such Lender Tranche B Investor or any of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Tranche B Investor shall have made any demand under this Agreement, such Notes, any Tranche B Document or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Each Lender and each Lender Tranche B Investor agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such LenderTranche B Investor or their respective Affiliates; 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, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing such Lender or such Lender Tranche B Investor may have. Notwithstanding the foregoing, this Section 11.6 (Right of Set-off) shall not operate to authorize the set-off and application of any obligations owing under any Tranche B CD.

Right of Set-off. Upon Subject to Section 1.5(a), upon the occurrence and ---------------- -------------- during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender Agent is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply in accordance with Section 1.12 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, Revolving Credit Agent and/or the Issuing Lender or such Lender Lenders to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Revolving Credit Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender Agent agrees promptly to promptly notify the Lenders, Revolving Credit Agent and Borrower after any such set-off and application made by the Administrative Agent; provided, the Issuing Lender or such Lender-------- however, 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, Revolving Credit Agent and the Issuing Lender and each Lender Lenders under this Section 7.04 are in addition to any the other rights and remedies (including, without limitation, other rights of set-off) that the Administrative which Agent, Revolving Credit Agent and the Issuing Lender or such Lender Lenders may have.

Right of Set-off. Upon In addition to any rights and remedies of the occurrence and during the continuance of any Lenders provided by law, if an Event of DefaultDefault exists or the Loans have been accelerated, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, without prior notice to the Loan Parties, any such notice being waived by the Loan Parties to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or specialspecial (in the case of any special account, except to the extent prohibited by any Requirement of Law), time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by the Administrative Agentby, the Issuing Lender or such Lender to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Obligations owing to such Lender by such Loan Party, now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documentsexisting, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other any Loan Documents, Document and although such obligations Obligations may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower Loan Parties and the Agent after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative AgentNOTWITHSTANDING THE FOREGOING, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (includingNO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, without limitationBANKER'S LIEN, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may haveOR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY LOAN PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Set-off. Upon Subject to the DIP Refinancing Orders and the last sentence of Section 6.01, upon (a) the occurrence and during the continuance of any Event of Default, Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative AgentAgent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Issuing each Lender Party and each Lender 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 the Administrative Agent, the Issuing such Lender Party or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, Agreement and the Note or Notes (if any) held by the Administrative Agent, the Issuing such Lender or such Lender, and the other Loan DocumentsParty, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Each Lender and each Lender Party agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender and each Lender Party and its respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender Party and its respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of Holdings, the Borrower or any SubsidiaryCovenant Party against any of and all of the obligations of the Borrower any Loan Party now or hereafter existing under this Agreement, the Notes Agreement or any other Loan Document held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Document and although such the obligations may be unmatured. The Administrative Agent; provided that, in the Issuing event that any Defaulting Lender and each Lender agrees to promptly notify the Borrower after shall exercise any such set-right of setoff, (x) all amounts so set off and application made by shall be paid over immediately to the Administrative AgentAgent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Issuing benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender or shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Lender, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such set-off and applicationsetoff. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 10.06 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. (1) Upon the occurrence and during the continuance of any Event of Default, each of the Administrative AgentLenders is, subject (as between the Issuing Lender and each Lender is Lenders) to the provisions of subsection (3) of this Section 12.25, hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held held, and other indebtedness at any time owing, by such Lender in any of its offices, in Dollars or in any other currency, to or for the credit or the account of 106 Borrower against any and all of the respective obligations of Borrower now or hereafter existing under the Loan Documents, irrespective of whether or not such Lender or any other Lender shall have made any demand hereunder and although such obligations may be contingent or unmatured and such deposits or indebtedness may be unmatured. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, banker’s lien, or similar rights against any deposit or other indebtedness of Borrower whether or not located in New York or any other state with certain laws restricting lenders from pursuing multiple collection methods, could result under such laws in significant impairment of the ability of all the Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees that no Lender shall exercise any such right of set-off, banker’s lien, or otherwise, against any assets of Borrower (including all general or special, time or demand, provisional or other deposits and other indebtedness owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of Borrower) without the Borrower against any and all prior written consent of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law (including general principles of common-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, the Issuing Lender or such Lender it to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, any of the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have has made any demand under this Agreement, such Notes, or such other any of the Loan Documents, Documents and although such obligations may be unmaturedunmatured or contingent. If an obligation is unascertained, the Lender may, in good faith, estimate the obligation and exercise its right of set-off in respect of the estimate, subject to providing the Borrower with an accounting when the obligation is finally determined. The Administrative Agent, the Issuing Lender and each Lender agrees to shall promptly notify the Borrower after any such set-off and application is made by the Administrative Agent, the Issuing Lender or such Lenderit, provided that the failure to give such notice shall not affect the validity of such the set-off and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 7.6 are in addition to any other rights and remedies (including, without limitation, including all other rights of set-off) that which the Administrative Agent, the Issuing Lender or such Lender may have.. Section 7.7 Entire Agreement This Agreement, together with the Loan Documents, contain the entire agreement between the Lender and the Borrower with respect to the matters hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. Section 7.8

Right of Set-off. Upon In addition to any rights and remedies of the Agents and the Lenders provided under applicable Law, upon the occurrence and during the continuance of any Event of Default, the Administrative each Agent, the each Lender, each Issuing Lender Bank and each Lender of their respective Affiliates is hereby authorized at any time time, and from time to time, without notice to any Loan Party, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by the Administrative such Agent, the such Lender, such Issuing Lender Bank or such Lender Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations Obligations of the Borrower such Guarantor now or hereafter existing due and owing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative such Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees contingent or unmatured or such obligations are owed to promptly notify the Borrower after any such set-off and application made by a branch or office of the Administrative Agent, the Issuing such Lender or Issuing Bank different from the branch or office holding such Lenderdeposit or obligated on such Indebtedness. Each Agent, each Lender and each Issuing Bank shall notify the Borrower and the Administrative Agent of such setoff and application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of the Administrative each Agent, the each Lender, each Issuing Lender Bank and each Lender their respective Affiliates under this Section 7.04 5.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative each Agent, the such Lender, such Issuing Lender or such Lender Bank and their respective Affiliates may have.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing each Lender and each Lender its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by the Administrative Agentby, the Issuing Lender or such Lender and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documentsexisting, irrespective of whether or not the Administrative Agent, the Issuing Lender such Agent or such Lender or Affiliate shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although such obligations Obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower and the Administrative Agent after any such set-set off and application made by the Administrative Agent, the Issuing Lender or such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender Agent and each Lender under this Section 7.04 4.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or Agent and such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default, the Administrative Agent, the Issuing Lender Default shall have occurred and be continuing and each Lender is hereby authorized at any time and from time to timetime thereafter, 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, the Issuing Lender or such Lender to or for the credit or the account of the Borrower or any other Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes Agreement or any other Loan Document held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Document and although such the obligations may be unmatured. The Administrative Agent; provided, that in the Issuing event that any Defaulting Lender and each Lender agrees to promptly notify the Borrower after shall exercise any such set-right of setoff, (x) all amounts so set off and application made by shall be paid over immediately to the Administrative AgentAgent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Issuing benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender or shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Lender, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such set-off and applicationsetoff. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 9.06 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it 115 Amended and Restated Credit Agreement U.S. Concrete, Inc. shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower promptly after any such set-off and application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that which the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance The Administrative Agent on behalf of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender Buyer Parties is hereby irrevocably authorized at any time and from time to time, time without prior notice to the fullest extent permitted Guarantor, any such notice being hereby waived by lawthe Guarantor, to set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, the Issuing Lender Agent and Buyers or such Lender any affiliate thereof to or for the credit or the account of the Borrower against Guarantor, or any and all part thereof in such amounts as the Administrative Agent on behalf of Buyer Parties may elect, on account of the obligations Obligations and liabilities of the Borrower now or hereafter existing under this Agreement, the Notes held by Guarantor hereunder and claims of every nature and description of the Administrative AgentAgent on behalf of Buyer Parties against the Guarantor, in any currency, whether arising hereunder, under the Issuing Lender or such Lender, Repurchase Agreement and the other Loan DocumentsProgram Agreements or otherwise, irrespective as the Administrative Agent on behalf of Buyer Parties may elect, whether or not the Administrative Agent, the Issuing Lender or such Lender shall have Agent has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations Obligations and liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly Agent shall notify the Borrower Guarantor promptly after exercise of any such set-off and the LEGAL02/37795261v9 application made by the Administrative Agent, the Issuing Lender or such LenderAgent on behalf of Buyer Parties, 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, the Issuing Lender and each Lender Agent on behalf of Buyer Parties under this Section 7.04 paragraph are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Agent or such Lender Buyers may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01 or otherwise with the consent of the Majority Lenders, the Administrative Agent, the Issuing Agent and each Lender and each Lender of 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note or Notes and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have.

Right of Set-off. Upon Each of the occurrence Administrative Agent, each Lender, and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender Default and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness, claims or other obligations at any time owing by the Administrative Agent, the Issuing such Lender or such Lender any of their respective Affiliates to or for the credit or the account of the Borrower Borrowers or any other Credit Party against any and all Obligation of the obligations of the Borrower any Credit Party now or hereafter existing under this Agreementexisting, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand was made under this Agreement, any Loan Document with respect to such Notes, or Obligation and even though such other Loan Documents, and although such obligations Obligation may be unmatured. The No Lender shall exercise any such right of setoff without the prior consent of the Administrative Agent, Agent or the Issuing Lender Required Lenders. Each of the Administrative Agent and each Lender Lxxxxx agrees promptly to promptly notify the Borrower Borrowers and the Administrative Agent after any such set-off setoff and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 12.2 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or such Lender Lenders, their Affiliates and the other Secured Parties, may have.

Right of Set-off. Upon (i) the occurrence and during ---------------- the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 8.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 8.01 or to demand payment of (or cash collateralization of) all then outstanding Letter of Credit Liability, the Administrative Agent, the Issuing each Lender and each Lender 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower or any LC Subsidiary against any and all of the obligations of the Borrower or any LC Subsidiary now or hereafter existing under this AgreementAgreement to such Lender (including, to the Notes held fullest extent permitted by law, obligations indirectly owed to such Lender by virtue of its purchase of a participation or sub-participation of the Administrative AgentLetter of Credit Liability pursuant to Section 3.05), the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower and the Agent after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderany of its Affiliates, provided that provided, -------- that, the failure to give such notice shall not affect the validity of such set-set- ---- off and application. The rights of the Administrative Agent, the Issuing each Lender and each Lender its Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or which such Lender and its Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Guarantor hereby irrevocably authorizes Administrative Agent, the Issuing Lender and each Lender is hereby authorized at Buyers, and their Affiliates, without notice to Guarantor, any time and from time to time, such notice being expressly waived by Guarantor to the fullest extent permitted by applicable law, upon any Obligations becoming due and payable by Guarantor (whether at stated maturity, by acceleration or otherwise), 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 the Administrative Agent, the Issuing Lender or such Lender Agent and Buyers to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as Administrative Agent and Buyers may elect, against any and all on account of the obligations and liabilities of the Borrower now or hereafter existing under this Agreement, the Notes held by the Guarantor to Administrative Agent, the Issuing Lender or such Lenderon behalf of Buyers, hereunder and the other Loan Documentsclaims of every nature and description of Administrative Agent, irrespective on behalf of Buyers, against Guarantor, in any currency, arising under any Transaction Document, as Administrative Agent and Buyers may elect, whether or not the Administrative Agent, the Issuing Lender or such Lender shall have on behalf of Buyers, has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to on behalf of Buyers, shall notify Guarantor promptly notify the Borrower after of any such set-off and the application made by the Administrative Agent, the Issuing Lender Agent or such LenderBuyer, 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, the Issuing Lender Agent and each Lender Buyers under this Section 7.04 11 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender each party may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agentany Agent or any Lender may, the Issuing Lender and each Lender is hereby authorized to, at any time and from time to time, 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 the Administrative Agent, the Issuing Lender such Agent or such Lender to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing then due and payable under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other any Loan DocumentsDocument, irrespective of whether or not the Administrative Agent, the Issuing Lender such Agent or such Lender shall have made any demand under this Agreement, hereunder or thereunder. No Lender shall exercise any such Notes, right of set-off without the prior consent of the Agents or such other Loan Documents, and although such obligations may be unmaturedthe Required Lenders. The Administrative Agent, the Issuing Lender Each Agent and each Lender agrees to promptly notify the Borrower promptly after any such set-off and application made by the Administrative Agent, the Issuing Lender such 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, Agents and the Issuing Lender and each Lender Lenders under this Section 7.04 12.05 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that which the Administrative Agent, Agents and the Issuing Lender Lenders may have under this Agreement or such Lender may haveany other Loan Documents of law or otherwise.

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

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Agent and each Lender and each Lender of 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, any Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender Xxxxxx agrees promptly to promptly notify the Borrower or such other party after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 9.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the ---------------- continuance of any Event of Default, Default under Article VII or (ii) the making of the request or the granting of the consent specified by Article VII to authorize the Administrative AgentAgent to declare the Notes due and payable pursuant to the provisions of Article VII, the Issuing each Lender and each Lender 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower (all such deposits and other indebtedness being herein called "Obligations") against any and all of the obligations of the Borrower now or ------------ hereafter existing under this Agreement, the Notes Agreement and any Note held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Note and although such obligations the Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such LenderAffiliate, 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, the Issuing each Lender and each Lender its Affiliate under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing which such Lender or such Lender Affiliate may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, without notice to Borrower (any such notice being expressly waived by Borrower) and to the fullest extent permitted by law, to set set-off and apply (a) any and all deposits (general or special, time or demand, provisional or final) at any time held by Lender, (b) any and all other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of Borrower, and (c) any and all management and shareholder servicing fees due Borrower from the Borrower Xxxxxxxx Funds, including such payments made by U.S. Bancorp Fund Services, LLC, against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, Borrower's Obligations irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such under any other Loan Documents, Transaction Document and although such obligations may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 7.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such which Lender may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault or if the Borrower becomes insolvent, however evidenced, the Administrative Agent, the Issuing Lender and Borrower authorizes each Lender is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawBorrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) at in any time held currency and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against any and all on account of the obligations Obligations of the Borrower now or hereafter existing to such Lender under this AgreementAgreement or under any of the other Loan Documents, including, without limitation, all interests in or participation in the Notes held Obligations purchased by the Administrative Agent, the Issuing Lender or such Lender, and the all other claims of any nature or description arising out of or in connection with this Agreement or any other Loan DocumentsDocument, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreementhereunder and although the Obligations, such Notesliabilities or claims, or any of them, shall be contingent or unmatured. A Lender may exercise such other Loan Documents, and although such obligations rights notwithstanding that the amounts concerned may be unmatured. The Administrative Agent, the Issuing Lender expressed in different currencies and each Lender agrees is authorized to promptly notify effect any necessary conversions at a market rate of exchange reasonably selected by it. A Lender exercising its rights under this SECTION 2.17(a) shall provide prompt notice to the Borrower after any following such set-off and application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may haveexercise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, without notice to any Borrower (any such notice being expressly waived by Borrowers) 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 by Lender and any and all other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of the a Subsidiary Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, Borrowers’ Obligations irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand hereunder or under this Agreement, such Notes, or such any of the other Loan Documents, Documents and although such obligations may be unmaturedcontingent or un-matured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower Borrowers’ Representative after any such set-off and application made by the Administrative Agent, the Issuing Lender or 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 the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, including without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such which Lender may have. Nothing contained in this Agreement or any other Loan Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against a Borrower(s) unrelated to this Agreement or the other Loan Documents. Lender’s failure to exercise this right of set-off shall not constitute a waiver of the right to exercise the same in the event of any subsequent Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 13.13 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 13.13 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Guarantor hereby irrevocably authorizes the Administrative Agent, the Issuing Lender Agent and each Lender is hereby authorized at any time and from time to timetime without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to the fullest extent permitted by 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 the Administrative Agent, the Issuing Lender Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Administrative Agent or such Lender may elect, against any and all on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Borrower now Administrative Agent or hereafter existing such Lender against such Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement, the Notes held by any other Loan Documents or otherwise, as the Administrative Agent, the Issuing Lender Agent or such LenderLender may elect, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Agent or any Lender or such Lender shall have has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees to shall notify such Guarantor promptly notify the Borrower after of any such set-off and the application made by the Administrative Agent, the Issuing Lender 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, the Issuing Lender Agent and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Agent or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement, the Notes Agreement or any other Loan Document held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, Document and although such the obligations may be unmatured. The Administrative Agent; provided, that in the Issuing event that any Defaulting Lender and each Lender agrees to promptly notify the Borrower after shall exercise any such set-right of setoff, (x) all amounts so set off and application made by shall be paid over immediately to the Administrative AgentAgent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Issuing benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender or shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Lender, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such set-off and applicationsetoff. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 9.06 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.. 150

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Agent and each Lender and each Lender of 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, any Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees promptly to promptly notify the Borrower or such other party after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 9.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have. SECTION 9.06.

Right of Set-off. Upon the occurrence and during the continuance of If any Event of Default, Default shall have occurred and be continuing and any Lender shall have requested the Administrative AgentAgent to declare the Term Loans immediately due and payable pursuant to Article 7 of the Term Loan Agreement, the Issuing Lender and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by such Lender and any other indebtedness at any time owing by the Administrative Agent, the Issuing Lender or such Lender to to, or for the credit or the account of of, the Borrower Borrower, against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement, Guarantee and the Notes Term Loans held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Guarantee or such other Loan Documents, Term Loans and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off setoff and application made by the Administrative Agent, the Issuing Lender or such Lender, provided that but the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 3 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or which such Lender may have.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, the Administrative Agent, the Issuing each Lender and its Affiliates and each Lender L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor to the fullest extent permitted by lawapplicable Law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by the Administrative Agentby, the Issuing such Lender and its Affiliates or such Lender L/C Issuer and its Affiliates to or for the credit or the account of the Borrower respective Guarantor against any and all of the obligations of the Borrower owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder, now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documentsexisting, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Affiliate shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. The Administrative Agent, the Issuing Each Lender and each Lender L/C Issuer agrees promptly to promptly notify the Borrower relevant Guarantor and the Administrative Agent after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such LenderL/C Issuer, provided as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Administrative Agent, the Issuing each Lender and each Lender L/C Issuer under this Section 7.04 4.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-offsetoff) that the Administrative Agent, the Issuing Lender or such L/C Issuer and such Lender may have.. US-DOCS\98864159.5

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Administrative Agent, the Issuing such Lender or such Lender its Affiliates to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such any other Loan Documents, Document and although even though such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Each Lender agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agent, the Issuing such Lender or such Lenderits Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any 151 Affiliate thereof. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 11.6 are in addition to any the other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender may have.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, and provided that the Administrative AgentLoans shall have become or shall have been declared due and payable pursuant to the provisions of Article VII of the Credit Agreement, the each Lender, each Issuing Lender Bank and each Lender of 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 obligations at any time owing by the Administrative Agent, the Issuing such Lender or Issuing Bank, or by such Lender an Affiliate, to or for the credit or the account of the Borrower any Subsidiary Party against any of and all of the obligations of the Borrower such Subsidiary Party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Agreement owed to such Lender or such Lender, and the other Loan DocumentsIssuing Bank, irrespective of whether or not the Administrative Agent, the Issuing such Lender or such Lender Issuing Bank shall have made any demand under this Agreement, such Notes, or such other Loan Documents, Agreement and although such obligations may be unmatured. The Administrative Agent, the Issuing Each Lender and each Lender Issuing Bank agrees to promptly notify the Parent and the Borrower after any such set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, application; provided that the failure of any Lender or Issuing Bank to give such notice so notify the Parent and the Borrower shall not affect the validity of any such set-off and application. The rights of the Administrative Agent, the Issuing each Lender and Issuing Bank, and each Lender of their respective Affiliates, under this Section 7.04 7.08 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing which such Lender or such Lender Issuing Bank, and each of their respective Affiliates, may have.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each of the Administrative Agent, the Issuing Lender Agent and each Lender is hereby irrevocably authorized at any time and from time to timetime without notice to any Guarantor, to the fullest extent permitted any such notice being expressly waived by lawsuch Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, the Issuing Lender Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Administrative Agent or such Lender may elect, against any and all or on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Borrower now Administrative Agent or hereafter existing such Lender against such Guarantor, in any currency, whether arising under this Agreement, the Notes held by any Note or any other Loan Document or otherwise, as the Administrative Agent, the Issuing Lender Agent or such LenderLender may elect, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have has made any demand under this Agreement, such Notes, or such other Loan Documents, for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees to shall notify such Guarantor promptly notify the Borrower after of any such set-off and the application made by the Administrative Agent, the Issuing Lender Agent or such Lender, as the case may be, of the proceeds thereof; 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, the Issuing Lender Agent and each Lender under this Section 7.04 subsection are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender Agent or such Lender may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent, the Issuing Agent and each Lender and each Lender of 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, the Issuing such Lender or such Lender Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender Agent or such Lender shall have made any demand under this Agreement, such Notes, Agreement or such other Loan Documents, any Note or Notes and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender Agent and each Lender agrees promptly to promptly notify the Borrower or such other party after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender Agent and each Lender and their respective Affiliates under this Section 7.04 9.05 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, the Issuing Lender or such Lender and their respective Affiliates may have.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default, Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative AgentAgent to declare the Advances due and payable pursuant to the provisions of Section 6.01, the Issuing Lender each Agent and each Lender Party and each of 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) (other than with respect to payroll accounts, zero balance accounts and trust funds) at any time held and other indebtedness at any time owing by the Administrative such Agent, the Issuing such Lender Party or such Lender Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender such Agent or such Lender Party shall have made any demand under this Agreement, such Notes, Agreement or such the other Loan Documents, Documents and although such obligations Obligations may be unmatured. The Administrative Agent, the Issuing Lender Each Agent and each Lender Party agrees promptly to promptly notify the Borrower after any such set-off and application made by the Administrative Agentapplication; provided, the Issuing Lender or such Lenderhowever, 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, the Issuing Lender each Agent and each Lender Party and their respective Affiliates under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that the Administrative such Agent, the Issuing Lender or such Lender Party and their respective Affiliates may have.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, the Issuing Lender and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), in whatever currency) or other amounts at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, the Issuing Lender or such Lender or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and of or all of the obligations then due of the Borrower such Loan Party now or hereafter existing under this Agreement, the Notes Agreement held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan DocumentsLender or any such Affiliates, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender or any such Affiliate shall have made any demand under this Agreement, such Notes, or such other Loan Documents, and although such obligations may be unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees to promptly notify the Borrower Loan Parties and the Administrative Agent promptly after any such set-off setoff and application made by the Administrative Agent, the Issuing Lender or such Lender, application; provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. The rights of the Administrative Agent, the Issuing Lender and each Lender and its Affiliates under this Section 7.04 7.07 are in addition to any other rights and remedies (including, without limitation, including other rights of set-off) that the Administrative Agent, the Issuing Lender or and such Lender or Affiliate may have.