Common use of Right of Setoff Clause in Contracts

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing thereto, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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, but excluding deposits held in whatever currencya trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, such Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or such Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 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 Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their its respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other respective Loan Party Parties and their Subsidiaries against any and all of the obligations of the Borrower Borrower, such Loan Party or such Subsidiary of any Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party or such Subsidiary of any Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 11.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised is exercising such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 11.06 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If 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 an Event of Default shall have occurred and be continuing and Default, the Administrative Agent and the Required Lenders shall have consented in writing theretoAgent, each Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 applicable lawany Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent, such Issuing Lender or such Lender (including, without limitation, by branches and agencies of the Administrative Agent, such Issuing Lender or any such Affiliate Lender wherever located) to or for the credit or the account of the Borrower Holdings or any of its Subsidiaries against and on account of the Obligations and liabilities of the Loan Parties to the Administrative Agent, such Issuing Lender or such Lender under this Agreement or under any of the other Loan Party against any Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.4, and all other claims of the obligations any nature or description arising out of the Borrower or such Loan Party now or hereafter existing under connected with this Agreement or any other Loan Document to such Lender or their respective AffiliatesDocument, irrespective of whether or not the Administrative Agent, such Issuing Lender or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower or such Loan Party may them, shall be contingent 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 indebtednessunmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 Sections 2.17(d) and (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 Agent, each Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan a Credit Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 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, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such any other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or the Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders continuing, or if any Loan Party shall have consented in writing theretobecome insolvent, however evidenced, each Lender (including the Swingline Lender), the Issuing Bank, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Parties may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff hereunder or under any other Loan Document, (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 2.17 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower or such Loan Party Company now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Company may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the such Borrower or any other Loan Party against any of and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 11.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised is exercising such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 11.06 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders or if any Lender shall have consented in writing theretobeen served with a trustee process or similar attachment relating to property of a Loan Party, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Agent or the Required Lenders, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 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 Lendersother Credit Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each L/C Issuer and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 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 Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower or such Loan Party Company now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Company may be contingent 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; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, subject to receipt of the prior written consent of the Required Lenders exercised in their sole discretion, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If 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 an Event of Default shall have occurred and be continuing and Default, the Administrative Agent and the Required Lenders shall have consented in writing theretoAgent, each Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 applicable lawany Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent, such Issuing Lender or such Lender (including, without limitation, by Affiliates, branches and agencies of the Administrative Agent, such Issuing Lender or any such Affiliate Lender wherever located) to or for the credit or the account of the Borrower Aleris or any of its Subsidiaries against and on account of the Obligations and liabilities of the Credit Parties to the Administrative Agent, such Issuing Lender or such Lender under this Agreement or under any of the other Loan Party against any Credit Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.06(b), and all other claims of the obligations any nature or description arising out of the Borrower or such Loan Party now or hereafter existing under connected with this Agreement or any other Loan Document to such Lender or their respective AffiliatesCredit Document, irrespective of whether or not the Administrative Agent, such Issuing Lender or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower or such Loan Party may them, shall be contingent or unmatured or are owed to a branchunmatured, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, however, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit none of the Administrative Agent and Agent, any Issuing Lender or any Lender may offset amounts (i) owed by it to the Lenders, Canadian Credit Parties (or any of their Subsidiaries) against amounts owed to such Person by the U.S. Credit Parties (except in respect of the U.S. Credit Parties’ guaranties of the Canadian Credit Parties) or the European Credit Parties and (yii) the Defaulting Lender shall provide promptly owed by it to the Administrative Agent a statement describing in reasonable detail the Obligations owing European Credit Parties (or any of their Subsidiaries) against amounts owed to such Defaulting Lender as to which it exercised such right Person by the U.S. Credit Parties (except in respect of setoff. The rights the U.S. Credit Parties’ guaranties of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffthe European Credit Parties) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationCanadian Credit Parties.

Right of Setoff. If an Event of Default shall have has occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretois continuing, each Lender of the Lenders and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such 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 any Guarantor now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Credit Document and although such obligations Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 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 Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers’ lien) that such Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any rights under this Section 9.01, it shall share the benefit received in accordance with Section 10.01 as if the benefit had been received by the Lender of which it is an Affiliate.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each L/C Issuer and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatessuch L/C Issuer, irrespective of whether or not such Lender or Affiliate such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or such L/C Issuer different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If either (i) an Acquisition Event of Default (other than an Acquisition Event of Default under Section 11.1(n)) or (ii) a Floor Plan Event of Default with respect to which the remedies described in Section 11.4(c) may be exercised shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is Swing Line Bank are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender Lender, the Swing Line Bank or any such branch Subsidiary or Affiliate thereof to or for the credit or the account of the Borrower or any other Loan Party Borrowers against any of and all the Obligations of the obligations of the Borrower or such Loan Party Borrowers now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender or and the Swing Line Bank, respectively, according to their respective Affiliatesrights as otherwise provided herein, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower or such Loan Party Obligations may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees and the Swing Line Bank agree promptly to notify the Borrower and the Administrative Agent promptly Borrowers after any such setoff and application, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and the Swing Line Bank under this Section 13.5 are in addition to other rights and remedies (including other rights of setoff) which such Lender and the Swing Line Bank may have under applicable law. Each Lender hereby specifically agrees that in order to ensure that it has control over said deposit accounts (as defined in the UCC), it will act in accordance with the instructions from the Agent in regard to the disposition of the funds in said deposit accounts without further consent from any Borrower. The Lenders agree to indemnify each other (to the extent not reimbursed by the Borrowers), ratably according to their respective Pro Rata Share of Total Commitments, or if no Commitments are outstanding, the respective Pro Rata Share of Total Commitments immediately prior to the time the Total Commitments ceased to be outstanding held by each of them, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any Lender in any way relating to or arising out of any action taken or omitted by such Lender in connection with its exercise of set off rights for credit to any or all of the Obligations.

Right of Setoff. If In addition to any rights and remedies of the Lenders provided by law, if an Event of Default shall exists or the Revolving Loans have occurred and be continuing and been accelerated, the Administrative Agent and the Required Lenders shall have consented in writing theretoAgent, each Lender Letter of Credit Issuer, each Lender, and each any of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby are authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, the Agent, such Lender Letter of Credit Issuer, such Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all Obligations (for the benefit of the obligations of the Borrower or such Loan Party all Lenders as provided herein), now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not the Agent, such Letter of Credit Issuer or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Obligations may be contingent or unmatured or are owed unmatured. Each Letter of Credit Issuer and each Lender agree to a branch, office or Affiliate of such Lender different from promptly notify the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 Borrowers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Letter of Credit Issuer or such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set off and application. If any Lender shall obtain any payment or prepayment with respect to the Obligation as a result of exercising its right under this Section 13.16 which is in excess of its share of any such payment in accordance with the relevant rights of the Lenders under the Loan Documents, then such Lender shall purchase from the other Lenders such participations as shall be necessary to cause such purchasing Lender to share the excess payment with each other Lender in accordance with the relevant rights under the Loan Documents. If all or any portion of such excess payment is subsequently recovered from such purchasing Lender, then the purchase shall be rescinded and the purchase price restored to the extent of such recovery. Each Loan Party agrees that any Lender purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of offset) with respect to such participation as fully as if such Lender were the direct creditor of such Loan Party in the amount of such participation.

Right of Setoff. If In addition to any rights and remedies of the Agents and the Lenders provided by law, if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Agent, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Obligor, any such notice being waived by the Borrower (on its own behalf, on behalf of its Subsidiaries and on behalf of each Obligor) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any of and all of the obligations of the Borrower or such Loan Party any Obligor now or hereafter existing under this Agreement or under any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured 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 indebtednessIndebtedness; provided, provided that in the event that any Defaulting such Lender shall not exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to setoff given in this Section 9.08 without obtaining the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit prior written consent of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffAgent. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have; provided that in the event any Defaulting Lender exercises any such right of setoff, (a) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender, each Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender, such Issuing Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.12 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 Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or their its respective Affiliates may have. Each Lender and Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender, each Issuing Lender, the Swingline Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective of whether or not such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such Issuing Lender, the Swingline Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.4 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 Agent, the Issuing Lenders, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, such Issuing Lender agrees and the Swingline Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section, if at any time any Lender, any Issuing Lender or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Credit Party into which Medicare or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to all other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may havehave under applicable Law or otherwise. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If (a) 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 of an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoDefault, each Agent, each Issuing Lender, each Bank Guaranty Issuer, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) Collateral Agent is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by applicable lawU.S. Borrower or any of its Subsidiaries or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Agent, such Issuing Lender, Bank Guaranty Issuer, such Lender or any the Collateral Agent (including, without limitation, by branches and agencies of such Affiliate Agent, such Issuing Lender, such Bank Guaranty Issuer, such Lender or the Collateral Agent wherever located) to or for the credit or the account of the U.S. Borrower or any other Loan Party of its Subsidiaries against any and all on account of the obligations Obligations and liabilities of the U.S. Borrower or such Loan Party now Subsidiary, as the case may be, to such Agent, such Issuing Lender, such Bank Guaranty Issuer, such Lender or hereafter existing the Collateral Agent under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.06(b), all participations by any Lender in Letters of Credit, Bank Guaranties as required pursuant to the provisions of this Agreement and all other claims of any nature or description arising out of or connected with this Agreement or any other Loan Document to such Lender or their respective AffiliatesCredit Document, irrespective of whether or not such Agent, such Issuing Lender, such Bank Guaranty Issuer, such Lender or Affiliate the Collateral Agent shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower or such Loan Party may said Obligations shall be contingent 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; provided, that in the event unmatured. Each Borrower agrees that any Defaulting Lender shall purchasing participations in one or more Letters of Credit or Bank Guaranties issued to it as required by the provisions of this Agreement, or purchasing participations as required by Section 13.06(b), may, to the fullest extent permitted by law, exercise any such all rights (including without limitation the 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 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing respect to such Defaulting Lender participations as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that fully as if such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity is a direct creditor of such setoff and applicationBorrower with respect to such participations in the amount thereof.

Right of Setoff. If an Event of Default shall have occurred and be continuing and continuing, the Administrative Agent and the Required Lenders shall have consented in writing theretoAgent, each Lender, each Issuing Bank, the Swingline Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) currency at any time owing by the Administrative Agent, such Lender, any such Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by the Administrative Agent, such Lender, the Swingline Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not the Administrative Agent, such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branchbranch or office of the Administrative Agent, office such Lender, the Swingline Lender or Affiliate of such Lender Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Administrative Agent, the applicable Lender, the Swingline Lender and applicable Issuing Bank shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender, each Issuing Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, such Issuing Bank, the Swingline Lender or and their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall will have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the its obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall will have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or Affiliate different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall will not affect the validity of such setoff and application.

Right of Setoff. If Subject to the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe Issuing Bank, irrespective of whether or not such Lender or Affiliate the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Administrative Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender, each Issuing Lender, the Swingline Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the Borrower or such Loan Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective of whether or not such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such Issuing Lender, the Swingline Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 10.4 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 Agent, the Issuing Lenders, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, such Issuing Lender agrees and the Swingline Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If In addition to any rights now or hereafter granted under the Transaction Documents or applicable law and not by way of limitation of any such rights, if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their its respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Transaction Document to such Lender or their its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Transaction Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 1.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application. For the avoidance of doubt, a Lender and its Affiliates may only set off and apply deposits held and other obligations owing by such Lender or its Affiliates to or for the credit or account of the Servicer against the obligations of the Servicer hereunder or under any other Transaction Document to such Lender or its Affiliates (and not against the Borrower’s obligations).

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoexists, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender Lender, or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Notwithstanding anything to the contrary contained herein, each Lender and their respective Affiliates shall have no right to set off and apply any deposits held or other obligations owing by such Lender or any such Affiliate to or for the credit or the account of the Designated Borrower against any of the obligations of the Company. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and continuing, the Administrative Agent and the Required Lenders shall have consented in writing theretoAgent, each Lender Lender, the Issuing Lender, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Administrative Agent, such Lender or their respective Affiliatesthe Issuing Lender, irrespective of whether or not the Administrative Agent, such Lender or Affiliate the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branchbranch or office of the Administrative Agent, office such Lender or Affiliate of such the Issuing Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the Issuing Lender or their respective Affiliates may have. Each The Administrative Agent, each Lender agrees and the Issuing Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders or if any Lender shall have consented in writing theretobeen served with a trustee process or similar attachment relating to property of a Loan Party, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Agent or the Required Lenders, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, or any Specified Derivatives Providers) Affiliate thereof is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Credit Document to held by such Lender or their respective Affiliatessuch Affiliate, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event In addition to any rights now or hereafter granted under applicable law and not by way of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretolimitation of any such rights, each Lender, the Issuing Lender and each of their respective Affiliates (includingshall have the right, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and or from time to timetime upon the occurrence and during the continuance of an Event of Default, without prior notice to the fullest Borrowers, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrowers at any time held and or other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Borrowers against any and all of Obligations held by such Lender, the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement Issuing Lender or any other Loan Document to such Lender or of their respective Affiliates, irrespective of whether or not such Lender, the Issuing Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower or such Loan Party Obligations may be contingent 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 indebtednessunmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing 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 Lender or their respective Affiliates may have; provided further that if any Lender is the depositary institution for the Capital Contribution Account, such Lender shall not exercise rights of set off against the Capital Contribution Account. Each Lender and the Issuing Lender agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrowers after any such setoff set‑off and application, any application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set‑off and application. Each Lender and the Issuing Lender agrees to apply all amounts collected from any such set‑off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrowers and any of their Subsidiaries to such Lender or Issuing Lender.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower (other than, for the Borrower avoidance of doubt, any Settlement Assets except to effect Settlement Payments such Lender is obligated to make to a third party in respect of such Settlement Assets or any other Loan Party as otherwise agreed in writing between the Company and such Lender) against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective Affiliatesany of its Affiliates which are then due and payable, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 terms hereof 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, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective its Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing thereto, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.”

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their its respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoDefault, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, without notice to the fullest extent permitted any Obligor (any such notice being expressly waived by applicable laweach Obligor), to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding the funds held in accounts clearly designated as escrow or trust accounts held by any Obligor for the benefit of Persons which are not Affiliates of any Obligor), whether or not such setoff results in whatever currency) any loss of interest or other penalty, and including all certificates of deposit, at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Obligations irrespective of whether or not such Lender or Affiliate the Administrative Agent shall have made any demand under this Agreement Agreement, the Notes or any other Loan Document Document. Should the right of any Lender to realize funds in any manner set forth above be challenged and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate any application of such Lender different from funds be reversed, whether by court order or otherwise, the branchLenders shall make restitution or refund to the applicable Obligor, office or Affiliate holding such deposit or obligated on such indebtednessas the case may be, pro rata in accordance with their Commitments; provided, provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of and/or cash collateralization pursuant to Section 2.17 4.01(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 each Credit Party and the Lenderseach Obligor as herein provided, and (y) the such Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower applicable Obligor and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and the Lenders under this Section are in addition to other rights and remedies (including other rights of setoff) which the Administrative Agent or the Lenders may have. This Section is subject to the terms and provisions of Section 4.01(a).

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender, each Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawthe Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender, such Issuing Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.12 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 Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or their its respective Affiliates may have. Each Lender and Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender of Lending Parties and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Lending Party to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower Obligations to such Lending Party or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesAffiliate, irrespective of whether or not such Lender or Affiliate Lending Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender Lending Party different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffobligations. The rights of each Lender Lending Party and their respective its Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lending Party or their respective its Affiliates may have. Each Lender Lending Party agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application. NOTWITHSTANDING THE FOREGOING, NO LENDING PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER OR ANY SUBSIDIARY THEREOF HELD OR MAINTAINED BY SUCH LENDING PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT AND REQUIRED LENDERS.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower or such Loan Party Company now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although to the extent such obligations of the Borrower or such Loan Party may be contingent or unmatured Company are then due and owing or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including obligations under Swap Agreements) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Restricted Subsidiary against any of and all of the obligations of the Borrower or any Restricted Subsidiary owed to such Loan Party Lender, or such Issuing Bank or their respective Affiliates now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesDocument, irrespective of whether or not such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or such Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that which such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding deposits in (a) payroll accounts, (b) health savings accounts, worker’s compensation accounts and other employee benefits accounts and (c) withholding tax accounts) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their and its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff hereunder, (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 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender, each Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawthe Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender, such Issuing Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.12 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 Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or their its respective Affiliates may have. Each Lender and Issuing Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an 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 shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoDefault, each Lender and each of their respective its Affiliates (includingand the Agents, for the avoidance in respect of doubtany unpaid fees, any Specified Derivatives Providerscosts and expenses payable hereunder) is hereby authorized at any time and from time to timetime (with the prior consent of the Administrative Agent), without prior notice to any Loan Party, any such notice being waived by each Loan Party (on its own behalf and on behalf of each of its Subsidiaries), to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than payroll accounts, in whatever currencytrust accounts, escrow accounts, employee benefits accounts or xxxxx cash accounts) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender and its Affiliates or any such Affiliate the Collateral Agent to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of matured Obligations owing to such Lender and its Affiliates or the obligations of the Borrower Collateral Agent hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations may be denominated in a currency different from that of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveIndebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.06 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have at Law. Applicable Law . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Waivers; Amendment

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required or Lenders shall have consented in writing theretoare exercising remedies pursuant to Section 9.02, each Lender Lender, the L/C Arranger and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent 118 permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Arranger or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Arranger or their respective Affiliates, irrespective of whether or not such Lender Lender, the L/C Arranger or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Arranger different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 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 Agent, the L/C Arranger and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Arranger and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Arranger or their respective Affiliates may have. Each Lender and the L/C Arranger agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Arranger or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of Holdings, the Borrower or any other Loan Party against any and all of the obligations of Holdings, the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe Issuing Bank, irrespective of whether or not such Lender or Affiliate the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of Holdings, the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.11(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the either Borrower or any other Loan Party against any of and all of the obligations of the applicable Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender shall notify the applicable Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or and their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the L/C Issuer and each of their respective Lender Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Lender Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter Obligations existing under this Agreement or any other Loan Document then due and owing to such Lender or their respective Affiliatesthe L/C Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or Affiliate the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or the L/C Issuer different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 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 Lendersother Credit Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the L/C Issuer and their respective Lender Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the L/C Issuer or their respective Lender Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the foregoing, any amounts of the Foreign Loan Parties so offset shall be applied solely to the Foreign Liabilities.

Right of Setoff. If an Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) (excluding any deposits in or relating to any payroll, trust, or tax withholding accounts) at any time owing by such Lender Lender, any such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branch, branch or office or Affiliate of such Lender or Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender and applicable Issuing Bank shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Lender, such Issuing Bank and their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoDefault, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, without notice to the fullest extent permitted any Obligor (any such notice being expressly waived by applicable laweach Obligor), to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding the funds held in accounts clearly designated as escrow or trust accounts held by any Obligor for the benefit of Persons which are not Affiliates of any Obligor), whether or not such setoff results in whatever currency) any loss of interest or other penalty, and including all certificates of deposit, at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate of its Affiliates to or for the credit or the account of the Borrower or any other Loan Party Obligor against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, Obligations irrespective of whether or not such Lender or Affiliate the Administrative Agent shall have made any demand under this Agreement Agreement, the Notes or any other Loan Document Document. Should the right of any Lender to realize funds in any manner set forth above be challenged and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate any application of such Lender different from funds be reversed, whether by court order or otherwise, the branchLenders shall make restitution or refund to the applicable Obligor, office or Affiliate holding such deposit or obligated on such indebtednessas the case may be, pro rata in accordance with their Commitments; provided, provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of and/or cash collateralization pursuant to Section 2.17 4.01(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 each Credit Party and the Lenderseach Obligor as herein provided, and (y) the such Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to promptly notify the applicable Obligor and the Administrative Agent after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender the Administrative Agent and their respective Affiliates the Lenders under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender which the Administrative Agent or their respective Affiliates the Lenders may have. Each Lender agrees This Section is subject to notify the Borrower terms and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity provisions of such setoff and applicationSection 4.01(c).

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing thereto, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.may

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any of and all of the obligations of the Borrower or such Loan Party any Obligor now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured unmatured, or are owed to a branch, office or Affiliate of such Lender or Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The rights 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) which such Lender, the Issuing Bank or Affiliate may have; provided, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank and the Lenders, Lenders and (yb) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing The Company and the Guarantors hereby grant to the Administrative Agent and Agent, the Required Lenders shall have consented in writing theretoIssuing Lender, each Lender and each Affiliate of their respective Affiliates (includingeach Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the avoidance Administrative Agent, the Issuing Lender and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of doubtthe Administrative Agent, the Issuing Lender, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branchand their respective successors or assigns or in transit to any of them. At any time, office without demand or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise notice (any such right of setoffnotice being expressly waived by the Company), (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with Agent, the provisions of Section 2.17 andIssuing Lender, pending such payment, shall be segregated by such Defaulting each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights each Affiliate of each Lender may set off the same or any part thereof and their respective Affiliates under apply the same to any liability or obligation of the Company or any Guarantor even though unmatured and regardless of the adequacy of any other collateral securing this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveAgreement. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT, provided that the failure to give such notice shall not affect the validity of such setoff and applicationTHE ISSUING LENDER, EACH LENDER OR ANY AFFILIATE OF EACH LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THIS AGREEMENT, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE COMPANY OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders or if any Lender shall have consented in writing theretobeen served with a trustee process or similar attachment relating to property of a Loan Party, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Agent or the Required Lenders, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffsetoff . The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; provided, provided that that, the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have has occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretois continuing, each Lender of the Lenders and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such 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 applicable Borrower or such Loan Party any Guarantor now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Credit Document and although such obligations Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Documentary Credit Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Documentary Credit Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers’ lien) that such Lender, such Documentary Credit Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any rights under this Section 10.01, it shall share the benefit received in accordance with Section 11.01 as if the benefit had been received by the Lender of which it is an Affiliate.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other applicable Loan Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; providedprovided that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 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, and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event In the event of Default any breach of warranty, representation, covenant or agreement by OSMC or the OSMC Stockholders giving rise to indemnification to SCN under Section 9(a) hereof, SCN shall have occurred and be continuing and entitled to offset the Administrative Agent and amount of damages incurred by it as a result of such breach of warranty, representation, covenant or agreement against (1) the Required Lenders shall have consented in writing thereto, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, amounts payable to the fullest extent permitted by applicable lawOSMC Stockholders or The Orthopaedic and Sports Medicine Center II, P.A. under the Service Agreement; (2) any amount payable to set off and apply the OSMC Stockholders pursuant to any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account convertible debenture comprising part of the Borrower Merger Consideration or any other Loan Party against any and all of Contingent Merger Consideration; or (3) the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in Contingent Merger Consideration. In the event that any Defaulting Lender shall exercise any SCN determines that an amount is to be so offset, as a condition precedent to such right of setoffoffset, SCN shall give the OSMC Stockholders written notice of the amount of such proposed offset and the basis therefor within thirty (x30) all amounts so set off days after the date on which such amount is finally determined. If SCN shall not have received written notice from the OSMC Stockholders contesting such offset within twenty (20) days of their receipt of such written notice from SCN, the offset shall be paid over immediately deemed to have been consented to by the OSMC Stockholders, and SCN shall be entitled to deduct the entire amount claimed as an offset from the next succeeding amounts payable under the Service Agreement. In the event that the OSMC Stockholders shall object to the Administrative Agent for further application in accordance with proposed offset by written notice received by SCN during such twenty (20) day period, the provisions entitlement of Section 2.17 and, pending such payment, SCN to the claimed offset shall be segregated by such Defaulting Lender from its other funds determined as set forth in Section 10.4.3 and deemed held in trust for the benefit Section 10.4.4 of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationService Agreement.

Right of Setoff. If (a) 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 an Event of Default shall have occurred and be continuing and Default, the Administrative Agent and the Required Lenders shall have consented in writing theretoAgent, each Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) Lender is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived to the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent, such Issuing Lender or such Lender (including by affiliates, branches and agencies of the Administrative Agent, such Issuing Lender or any such Affiliate Lender wherever located) to or for the credit or the account of the Borrower any U.S. Credit Party or any other Loan Dutch Credit Party against and on account of the Obligations and liabilities of the U.S. Credit Parties or the Dutch Credit Parties, respectively, to the Administrative Agent, such Issuing Lender or such Lender under this Agreement or under any of the other Credit Documents, including all interests in Obligations purchased by such Lender pursuant to Section 13.04(b), and all other claims of the obligations any nature or description arising out of the Borrower or such Loan Party now or hereafter existing under connected with this Agreement or any other Loan Document to such Lender or their respective AffiliatesCredit Document, irrespective of whether or not the Administrative Agent, such Issuing Lender or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower or such Loan Party may them, shall be contingent or unmatured unmatured; provided that no amounts received from, or are owed set off with respect to, any Guarantor shall be applied to a branch, office or Affiliate any Excluded Swap Obligations of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit Guarantor. Each of the Administrative Agent and the LendersAgent, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such any Issuing Lender or their respective Affiliates may have. Each any Lender agrees to promptly notify the Borrower and the Administrative Agent promptly Company after any such setoff set-off and applicationapplication made by the Administrative Agent, provided that such Issuing Lender or such Lender, as applicable, although the failure to give provide such notice notification shall not affect any right of set-off or give rise to any liability on the validity part of such setoff and applicationthe Administrative Agent, any Issuing Lender or any Lender.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 currencyCurrency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any of and all of the obligations of the Borrower or such Loan Party any Obligor now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured and unmatured, or are owed to a branch, office or Affiliate of such Lender or Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Lender, Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, Issuing Bank or Affiliate may have; provided, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank and the Lenders, Lenders and (yb) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates (includingand any Agent Party, for the avoidance in respect of doubtany unpaid fees, any Specified Derivatives Providerscosts and expenses payable hereunder) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender Lender, any such Issuing Bank, any such Affiliate or any such Affiliate Agent Party to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by the Administrative Agent, such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not the Administrative Agent, such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branchbranch or office of the Administrative Agent, office or Affiliate of such Lender or Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 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, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender, applicable Issuing Bank and the applicable Agent Party shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender or Lender, such Issuing Bank and their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If In addition to any rights and remedies of the Agents and the Lenders provided by law, if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Agent, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Obligor, any such notice being waived by the Borrower (on its own behalf, on behalf of its Subsidiaries and on behalf of each Obligor) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any of and all of the obligations of the Borrower or such Loan Party any Obligor now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured 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 indebtednessIndebtedness; provided, provided that such Lender shall not exercise any right of setoff given in this Section 9.08 without obtaining the prior written consent of the Administrative Agent. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such any Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such any Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the applicable Loan Party and the Administrative Agent promptly after any such setoff and application, provided that in the event that failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the foregoing, if any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationset off.

Right of Setoff. If an 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 shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoDefault, each Lender and each of their respective its Affiliates (includingand the Agents, for the avoidance in respect of doubtany unpaid fees, any Specified Derivatives Providerscosts and expenses payable hereunder) is hereby authorized at any time and from time to timetime (with the prior consent of the Administrative Agent), without prior notice to any Loan Party, any such notice being waived by each Loan Party (on its own behalf and on behalf of each of its Subsidiaries), to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than payroll accounts, in whatever currencytrust accounts, escrow accounts, employee benefits accounts or xxxxx cash accounts) at any time held by, and other obligations (in whatever currency) indebtedness at any time owing by by, such Lender and its Affiliates or any such Affiliate the Collateral Agent to or for the credit or the account of the Borrower or any other respective Loan Party Parties against any and all of matured Obligations owing to such Lender and its Affiliates or the obligations of the Borrower Collateral Agent hereunder or such under any other Loan Party Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations may be denominated in a currency different from that of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveIndebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.06 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have at Law.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Participant and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, Participant or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Parties against any of and all of the obligations of the Borrower or such Loan Party Parties now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of and/or such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall Obligations may be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffotherwise fully secured. The rights of each Lender Lender, Participant and their respective Affiliates Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, Participant or their respective Affiliates Affiliate may have. Each No Lender agrees to notify will, or will permit its Participant to, exercise its rights under this Section 9.8 without the Borrower and consent of the Administrative Agent promptly after any such setoff and applicationor the Required Lenders. ANY AND ALL RIGHTS TO REQUIRE ANY AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY ANY LENDER, provided that the failure to give such notice shall not affect the validity of such setoff and applicationPARTICIPANT OR AFFILIATE OF ITS RIGHT OF SETOFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective each Lender’s Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the then due and owing obligations of the Borrower or such Loan Party Party, as applicable, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If In addition to any rights and remedies of the Agents and the Lenders provided by law, if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Agent, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Obligor, any such notice being waived by the Borrower (on its own behalf, on behalf of its Subsidiaries and on behalf of each Obligor) to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any of and all of the obligations of the Borrower or such Loan Party any Obligor now or hereafter existing under this Agreement or under any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured 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 indebtednessIndebtedness; provided, provided that such Lender shall not exercise any right of setoff given in this Section 9.08 without obtaining the prior written consent of the Administrative Agent. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders continuing, or if any Lender shall have consented in writing theretobeen served with an attachment or similar process relating to property of a Loan Party, each Lender Lender, each LC Issuer and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such LC Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLC Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or Affiliate LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or LC Issuer different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, LC Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, LC Issuer or their respective Affiliates may have. Each Lender and the LC Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default under Section 8.1(a) shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter Parties then due and existing under this Agreement or any other Loan Document to such Lender or their its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or Parties 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower Loan Parties and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or the Guarantor, as the case may be, excluding any other Loan Party custodial, trust or special reserve accounts, against any and all of the obligations of the Borrower or such Loan Party Guarantor, as the case may be, now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective any of its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party the Guarantor, as the case may be, may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.12 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective each of its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective each of its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at stated maturity, by acceleration or otherwise) to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, such Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or such Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly immediately after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.. 135

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitation, obligations under Hedge Agreements) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such any other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or the Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.. Section 12.09

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, LC Issuer and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, LC Issuer or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party Restricted Person against any and all of the obligations of the Borrower or such Loan Party Restricted Person now or hereafter existing under this Agreement or any other Loan Document to such Lender or LC Issuer or their respective Affiliates, irrespective of whether or not such Lender Lender, LC Issuer, or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Restricted Person may be 119 CREDIT AGREEMENT contingent or unmatured or are owed to a branch, office office, or Affiliate of such Lender or LC Issuer different from the branch, office office, or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, LC Issuer, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, LC Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, LC Issuer or their respective Affiliates may have. Each Lender and LC Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If Each Obligor agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law. Additionally, if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to timetime (with the prior consent of the Administrative Agent or the Required Lenders), to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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 indebtednessunmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 Sections 2.17(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Administrative Agent Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations amounts owing to such Defaulting Lender hereunder as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates (includingand any Agent Party, for the avoidance in respect of doubtany unpaid fees, any Specified Derivatives Providerscosts and expenses payable hereunder) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender Lender, any such Issuing Bank, any such Affiliate or any such Affiliate Agent Party to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by the Administrative Agent, such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not the Administrative Agent, such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branchbranch or office of the Administrative Agent, office or Affiliate of such Lender or Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 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, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender, -165- applicable Issuing Bank and the applicable Agent Party shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender or Lender, such Issuing Bank and their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.Section 9.09

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitation, Swap Agreements with the Borrower or any Restricted Subsidiary) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Restricted Subsidiary against any of and all of the obligations of the Borrower or any Restricted Subsidiary owed to such Loan Party Lender now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesDocument, irrespective of whether or not such Lender Lender, the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 5.07 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 Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Issuing Bank and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that which such Lender Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any 110 such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event In addition to any rights and remedies of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders provided by this Agreement and by applicable law, the Lenders shall have consented in writing theretothe right, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, without prior notice to the fullest Company — any such notice being expressly waived by the Company to the greatest extent permitted by applicable lawlaw — upon any amount’s becoming due from the Company pursuant to this Agreement or any of the other Facilities Papers (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time or owing by such the Agent, any Lender or any such Lender Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any Company, for the ratable benefit of all Lenders in the proportion that the advanced and unpaid principal balance at the time of the Senior Credit Note(s) held by each bears to the sum of the outstanding principal balances of all of the obligations Senior Credit Notes at the time of the Borrower setoff, appropriation or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesapplication, irrespective of whether or not such the Agent or any Lender or Affiliate shall have made any demand hereunder and whether or not said obligations and liabilities shall have matured; provided that such right of setoff shall not apply to any deposit of escrow monies being held on behalf of the Customers under Pledged Loans or on behalf of other third Persons that are not Affiliates of the Company. The Agent and the Lenders may set off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Agent, the Lenders or their Affiliates to the Company against all of the Company’s obligations to the Agent, the Lenders or their Affiliates, whether under this Agreement or any of the other Loan Document and although Facilities Papers, whether or not such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branchthen due, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately without prejudice to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andAgent’s, 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, and (y) the Defaulting Lender shall provide promptly ’ or their Affiliates’ rights to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffrecover any deficiency. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees Lenders agree promptly to notify the Borrower and the Administrative Agent promptly Company after any such setoff and applicationapplication made by the Agent, any Lender or any of Lender Affiliate; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event In addition to any rights and remedies of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoprovided by law (including, without limitation, other rights of set-off), each Lender and each of their respective Affiliates (includingshall have the right, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, without prior notice to set off the Borrowers or the applicable Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other obligations (in whatever currency) at any time by or owing by to such Lender , such Issuing Lender or any such Affiliate or any branch or agency thereof to or for the credit or the account of the Borrower Borrowers or any other Loan Party Credit Party, or any part thereof in such amounts as such Lender may elect, against any and all on account of the obligations Loans and other Credit Party Obligations of the Borrower or such Loan Party now or hereafter existing Borrowers and the other Credit Parties to the Administrative Agent and the Lenders and claims of every nature and description of the Administrative Agent and the Lenders against the Borrowers and the other Credit Parties, in any currency, whether arising hereunder, under this Agreement any other Credit Document or any other Loan Document Secured Hedging Agreement pursuant to the terms of this Credit Agreement, as such Lender or their respective Affiliatesmay elect, irrespective of whether or not such Lender the Administrative Agent or Affiliate shall the Lenders have made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower or such Loan Party obligations, liabilities and claims may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Credit Party Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The aforesaid right of set-off may be exercised by such Lender against the Borrowers, any other Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrowers or any other Credit Party, or against anyone else claiming through or against the Borrowers, any other Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Notwithstanding the terms of this Section to the contrary, each of the Lenders and the Administrative Agent acknowledge and agree that it will not set-off any account of any Foreign Borrower to repay Credit Party Obligations of a US Credit Party.

Right of Setoff. If Subject to any limitations expressly agreed to by any Lender or its Affiliate, as applicable, pursuant to any account control agreement with any Loan Party, any Banking Services Agreement or Swap Agreement to which such Lender or Affiliate is a party, if an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank, and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencybut excluding any Excluded Accounts (or the funds or assets held therein or credited thereto)) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate 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 or any other owed by such Loan Document to Party held by such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or the Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent Commitments have been terminated and the Required Lenders shall Loans then outstanding have consented in writing theretobeen declared due and payable as a result thereof, each Lender Lender, each Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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 indebtednessunmatured; provided, provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent and the Borrower a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, each Issuing Bank and their respective respect Affiliates under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) that which such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender agrees For the avoidance of doubt, it is understood and agreed that the rights of each Lender, each Issuing Bank, and each of their respective Affiliates under this Section 9.08 shall not apply to notify amounts held by the Borrower and in trust for the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity benefit of such setoff and applicationothers or in its capacity as a servicer in connection with a Securitization Transaction.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective its Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 currencyCurrency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Obligor against any of and all of the obligations of the Borrower or such Loan Party any Obligor now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured and unmatured, or are owed to a branch, office or Affiliate of such Lender or Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Lender, Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, Issuing Bank or Affiliate may have; provided, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank and the Lenders, Lenders and (yb) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set- off and application, application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.. SECTION 9.09

Right of Setoff. If an Event of Default shall have occurred and be continuing and The Company hereby grants to the Administrative Agent Agent, the Issuing Lender and each Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to any of them, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the Required Lenders shall have consented in writing theretopossession, custody, safekeeping or control of the Administrative Agent, the Issuing Lender, each Lender or any entity under the control of FleetBoston Financial Corporation and their respective successors and assigns or in transit to any of them. The Administrative Agent, the Issuing Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is Lender are each hereby authorized at any time and from time to timetime following the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such the Administrative Agent, the Issuing Lender or any such Affiliate Lender to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations Obligations of the Borrower or such Loan Party Company now or and hereafter existing under this Agreement or any other Loan Document to and the Revolving Credit Notes held by such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Revolving Credit Note and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of the Administrative Agent, the Issuing Lender and each Lender and their respective Affiliates under this Section 11.10 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such Lender or their respective Affiliates which they may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT, provided that the failure to give such notice shall not affect the validity of such setoff and applicationTHE ISSUING LENDER OR ANY LENDER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING THEIR RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE COMPANY OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff hereunder, (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 2.17 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates (includingand any Agent Party, for the avoidance in respect of doubtany unpaid fees, any Specified Derivatives Providerscosts and expenses payable hereunder) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender Lender, any such Issuing Bank, any such Affiliate or any such Affiliate Agent Party to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by the Administrative Agent, such Lender or their respective AffiliatesIssuing Bank, irrespective of whether or not the Administrative Agent, such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower or such Loan Party may be contingent or unmatured or and (ii) such obligations are owed to a branchbranch or office of the Administrative Agent, office or Affiliate of such Lender or Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 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, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender, applicable Issuing Bank and the applicable Agent Party shall notify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of the Administrative Agent, each Lender Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender or Lender, such Issuing Bank and their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.Section 9.09

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders or if any Lender shall have consented in writing theretobeen served with a trustee process or similar attachment relating to property of a Loan Party, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Agent or the Required Lenders, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.15 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, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing owing, by such Lender Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party Subsidiary against any and all of the obligations of the Borrower or such Loan Party any Subsidiary now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch office or Affiliate of such Lender or the Issuing Bank different from the branch, branch office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. setoff .. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.. 77 Cboe Global Markets, Inc. - Credit Agreement (Term Loan Credit Facility)

Right of Setoff. If Except as otherwise provided in Section 4.05, in addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights and to the extent permitted by applicable law, upon the occurrence of an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretoDefault, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) Bank is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by applicable 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, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender or any Bank (including without limitation by branches and agencies of such Affiliate Bank wherever located) to or for the credit or the account of the Borrower or any other Loan Party against any and all on account of the obligations Obligations and liabilities of the Borrower to such Bank under this Agreement or such Loan Party now under any of the other Credit Documents, and all other claims of any nature or hereafter existing under description arising out of or connected with this Agreement or any other Loan Document to such Lender or their respective AffiliatesCredit Document, irrespective of whether or not such Lender or Affiliate the Bank shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured, provided however that (i) except to the extent provided in the next succeeding clause (ii), no Bank is authorized hereunder to take any of the foregoing actions, nor shall any Bank exercise any other right of setoff or bankers' lien or any other Loan Document and although such obligations right now or hereafter granted under applicable law with respect to the Pledged Municipal Reserves Account or any portion of the Borrower Pledged Municipal Reserves Account Funds or such Loan Party may be contingent 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; provided, that any Collateral contained in the event that Pledged Municipal Reserves Account or the Pledged Structured Reserves Account or any Defaulting Lender shall exercise portion of the Pledged Structured Reserves Account Funds or any Collateral contained in the Pledged Structured Reserves Account (each of the Agents, the Collateral Agent and each Bank hereby waiving, to the extent permitted by applicable law, any such right of setoff, right) and (xii) all amounts so set off shall be paid over immediately to from and after receipt by the Administrative Agent for further application in accordance with or the provisions Collateral Agent of Section 2.17 andany Pledged Municipal Reserves Release Notice or Pledged Structured Reserves Release Notice, 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 Collateral Agent or any Bank is authorized to and may exercise, to the extent permitted by applicable law, any of such foregoing actions or such rights only with respect to the amount of Pledged Municipal Reserves Account Funds or Pledged Structured Reserves Account Funds, respectively, described in such Pledged Municipal Reserves Release Notice or Pledged Structured Reserves Release Notice and the Lendersother Municipal Collateral or Structured Collateral, and (y) as the Defaulting Lender shall provide promptly case may be, contained in the Pledged Municipal Reserves Account or the Pledged Structured Reserves Account, respectively, in an amount equal to the Administrative Agent a statement describing in reasonable detail the Obligations owing to interest and other earnings on such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Pledged Municipal Reserves Account Funds or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationPledged Structured Reserves Account Funds, provided that the failure to give such notice shall not affect the validity of such setoff and applicationrespectively.

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, the Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) 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 off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of Holdings, the Borrower or any other Loan Party against any and all of the obligations of Holdings, the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliatesthe Issuing Bank, irrespective of whether or not such Lender or Affiliate the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of Holdings, the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so BACK set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.11(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender 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 Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred Borrower grants to Lender a contractual possessory security interest in, and be continuing hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Xxxxxxxx's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the Administrative Agent future, excluding however all IRA, Xxxxx, and the Required Lenders shall have consented in writing thereto, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to timetrust accounts. Borrower authorizes Xxxxxx, to the fullest extent permitted by applicable law, to set off and apply any and charge or setoff all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time sums owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party on this Note against any and all such accounts. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of the obligations of the Borrower its rights or such Loan Party now or hereafter existing remedies under this Agreement or Note without losing them. Borrower and any other Loan Document person who signs, guarantees or endorses this Note, to such Lender or their respective Affiliatesthe extent allowed by law, irrespective waive presentment, demand for payment, protest and notice of whether or not such Lender or Affiliate shall have made dishonor. Upon any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent 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; provided, that change in the event that any Defaulting Lender shall exercise any such right terms of setoffthis Note, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application and unless otherwise expressly stated in accordance with the provisions of Section 2.17 andwriting, pending such paymentno party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be segregated released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Xxxxxx's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such Defaulting Lender from its parties also agree that Xxxxxx may modify this loan without the consent of or notice to anyone other funds and deemed held in trust for than the benefit of party with whom the Administrative Agent and the Lendersmodification is made. PRIOR TO SIGNING THIS NOTE, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffXXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveXXXXXXXX AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationBORROWER: BORROWER: LOS ABRIGADOS PARTNERS ILX, provided that the failure to give such notice shall not affect the validity of such setoff and application.INCORPORATED LIMITED PARTNERSHIP By: /s/ XXXXXX X. XXXXXXX By: ILE Sedona Incorporated, ---------------------- Its General Partner XXXXXX X. XXXXXXX, President

Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretocontinuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers“Setoff Parties”) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding any deposits known by the relevant Setoff Party to be held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party not affiliated with the Borrower) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Setoff Party to or for the credit or the account of the Borrower or any other Loan Party against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or their respective AffiliatesSetoff Party, irrespective of whether or not such Lender or Affiliate Setoff Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender or the Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, 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 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. In the event that amounts set off in one currency are applied to obligations in a different currency, the rate of exchange shall be determined by the Administrative Agent in accordance with Section 1.6. The rights of each Lender and their respective Affiliates Setoff Party under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates Setoff Party may have. Each Lender Setoff Party agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.. 131

Right of Setoff. If an Event of Default shall have has occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing theretois continuing, each Lender of the Lenders and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such 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 applicable Borrower or such Loan Party any Guarantor now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender or their respective AffiliatesLender, irrespective of whether or not such Lender or Affiliate shall have has made any demand under this Agreement or any other Loan Credit Document and although such obligations Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Documentary Credit Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Documentary Credit Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers’ lien) that such Lender, such Documentary Credit Lender or their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that but the failure to give such notice shall not affect the validity of such setoff and application.. If any Affiliate of a Lender exercises any rights under this Section 10.01, it shall share the benefit received in accordance with Section 11.01 as if the benefit had been received by the Lender of which it is an Affiliate. - 118 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 ARTICLE 11