Common use of Right of Set-off Clause in Contracts

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default with respect to a Borrower and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, and any other Loan Document to Note of such Lender, Borrower held by such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees to immediately notify the such Borrower and the Administrative Agent promptly by facsimile or electronic mail after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. In the event that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the other Banks and (y) the Defaulting Bank will provide promptly to the Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such AffiliateBank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Agreement, whether or any other Loan Document to not such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

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

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

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default with respect to a Borrower and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, and any other Loan Document to Note of such Lender, Borrower held by such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees to immediately notify the such Borrower and the Administrative Agent promptly by facsimile or electronic mail after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. In the event that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the other Banks and (y) the Defaulting Bank will provide promptly to the Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 Section 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; 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. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

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

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

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set 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 owing, held or owing by such LenderLender (including, without limitation, branches, agencies or Affiliates of such LC Issuing Bank or any such Affiliate, Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all liabilities of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document such Person to such LenderLender hereunder, such LC Issuing Bank under the Notes or their respective Affiliatesthe other Credit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or are owed to a branch, office or Affiliate entered on the books of such LenderLender subsequent thereto; provided, such LC Issuing Bank different from the branchthat, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 3.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.13 or Section 10.3(d) may exercise all rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition set-off with respect to other rights and remedies (including other rights of setoff) that its participation interest as fully as if such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Person were a Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Revolving Credit Advances due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, upon prior notice to the Agent (provided that, the failure to provide such notice shall not affect the validity of such set off), to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or the Loan Documents and any other Loan Document to Note held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.17(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 the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Agent and the Administrative Agent promptly Borrower after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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

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

Right of Set-off. Upon (ia) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize Default, the Administrative Agent and, subject to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.0112.24, each Lender, each LC Issuing Bank and each of their respective Affiliates 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 demandother than accounts used exclusively for payroll, provisional or finalpayroll taxes, in whatever currencyfiduciary and trust purposes and employee benefits) and any other Indebtedness at any time heldheld or owing by the Administrative Agent or such Lender (including, and other obligations (in whatever currency) at any time owingwithout limitation, by branches and agencies of the Administrative Agent or such Lender, such LC Issuing Bank or any such Affiliate, Lender wherever located) to or for the credit or the account of the Borrower against Holdings or any and all of the obligations other Credit Parties against and on account of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesObligations, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such paymentthem, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentunmatured. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), the LC Issuing BanksAT ANY TIME THAT THE TERM LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, and the LendersNO LENDER SHALL EXERCISE A RIGHT OF SETOFF, and LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (yPURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffAFFECT OR IMPAIR THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies THIS SUBSECTION (including other rights of setoffb) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationSHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.

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

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of a Default and pursuant to Section 8.01(a) or (iib) the making of the request or the granting of the consent specified by Section 6.01 8.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.018.01, each Lender, each LC Issuing Bank and each of their respective Affiliates (other than a Defaulting Bank) is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any affiliate of such Affiliate, Bank to or for the credit or the account of the Borrower or a Guarantor (but not any other Person) against any and all of the obligations of the Borrower or a Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesthe Credit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of may be unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower may be contingent or unmatured or are owed a Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to a branch, office or Affiliate of such LenderThird Party Funds, such LC Issuing Bank different from shall promptly return such Third Party Funds to the branchBorrower or a Guarantor, office or Affiliate holding such deposit or obligated on such indebtedness; as applicable, provided further that in the event that any Defaulting Lender Bank shall exercise receive any such property of the Borrower or a Guarantor or payment (including by purported right of setoffset off or otherwise), (x) all amounts so set off received shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.18 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lendersother Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised received such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank property or their respective Affiliates may havepayment. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent applicable Guarantor promptly after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Bank under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (ii) the making Each of the request or Lenders agrees that it shall not, without the granting express written consent of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Collateral Agent, and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to timethat it shall, to the fullest extent permitted by Applicable Lawit is lawfully entitled to do so, to upon the written request of the Collateral Agent, set off and apply against the Obligations, 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, amounts owing by such Lender, such LC Issuing Bank Lender to Borrower or any such Affiliate, to or for the credit or the account deposit accounts of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by the Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any other Loan Document payments with respect to the Obligations, except for any such Lenderproceeds or payments received by such Lender from Administrative Agent pursuant to the terms of this Agreement, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate (ii) payments from Administrative Agent in excess of such Lender’s ratable portion of all such distributions by Administrative Agent, such LC Issuing Bank different from Lender promptly shall (1) turn the branchsame over to Administrative Agent, office in kind, and with such endorsements as may be required to negotiate the same to Administrative Agent, or Affiliate holding such deposit or obligated on such indebtedness; provided that in immediately available funds, as applicable, for the event that any Defaulting Lender shall exercise any such right account of setoff, (x) all amounts so set off shall be paid over immediately of the Lenders and for application to the Administrative Agent for further application Obligations in accordance with the applicable provisions of Section 2.21 andthis Agreement, pending or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such payment, excess payment received shall be segregated applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by such Defaulting Lender the purchasing party is thereafter recovered from its other funds and deemed held it, those purchases of participations shall be rescinded in trust for the benefit of the Administrative Agentwhole or in part, the LC Issuing Banksas applicable, and the Lendersapplicable portion of the purchase price paid therefor shall be returned to such purchasing party, and (y) the Defaulting Lender shall provide promptly but without interest except to the Administrative Agent a statement describing extent that such purchasing party is required to pay interest in reasonable detail connection with the obligations recovery of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationexcess payment.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by in Section 6.01 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings Advances and all Notes due and payable pursuant to the provisions of Section 6.016.1, each Lender, of the Administrative Agent and each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lenderthe Administrative Agent, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Note or Notes and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoffset-off, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Administrative Agent and each LC Issuing Bank Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 8.7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC the Issuing Bank, the Swing Line Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC the Issuing Bank, the Swing Line 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 Loan Document to such Lender, such LC the Issuing Bank or their respective Affiliatesthe Swing Line Bank, irrespective of whether or not such Lender, such LC the Issuing Bank or such Affiliate the Swing Line Bank shall have made any demand under this Agreement or any other Loan 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, such LC the Issuing Bank or the Swing Line Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing BanksBank, the Swing Line Bank and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC the Issuing Bank, the Swing Line Bank and their respective Affiliates under this Section 9.04 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC the Issuing Bank, the Swing Line Bank or their respective Affiliates may have. Each Lender Lender, the Issuing Bank and each LC Issuing the Swing Line Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender or Issuing Bank shall notify the applicable Grantor and the Collateral Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section 5.08. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees Notwithstanding the foregoing, no amount received or set off from any Grantor shall be applied to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity Excluded Swap Obligation of such setoff and applicationGrantor.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Secured Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent 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 Secured Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or be continuing under Section 6.01 and the granting of the consent specified by in Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.016.01 shall have been obtained, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding trust accounts, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Company or any other Borrower against any and all of the obligations of the Company or such Borrower now or hereafter existing under this Agreement or any other Loan Document Note to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Note and although such obligations of the Company or such Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making commencement of the request or the granting of the consent specified by remedies described in Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.019.2, each Lender, each LC Issuing Bank L/C Issuer and each of their respective Affiliates the Swing Line Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off 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 owing, held or owing by such Lender, such LC Issuing Bank L/C Issuer or any the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such AffiliateLender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesotherwise, irrespective of whether the Administrative Agent, the Lenders, the L/C Issuers or not such Lender, such LC Issuing Bank or such Affiliate the Swing Line Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured unmatured, and any such set‑off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or are owed to a branch, office or Affiliate entered on the books of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided Lender subsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the event that any Defaulting Lender shall Revolving Loans and Commitments hereunder pursuant to Sections 3.8 or 11.3(d) may exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition set‑off with respect to other rights and remedies (including other rights of setoff) that its participation interest as fully as if such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Person were a Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Lender and the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or the obligations of Issuing Bank, as the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC the Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.24(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC the Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or the Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank. Notwithstanding anything herein to the contrary, there shall be no right of set-off with respect to reserve accounts established by any Loan Party attributable to third party working interest or royalty interest owners to the extent of amounts held in such account that belong to third party working interest and royalty interest owners.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 6.02 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.016.02, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such AffiliateBank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Agreement, whether or any other Loan Document to not such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.18(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) Indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Subsidiary Guarantor against any of and all of the obligations of the Borrower such Subsidiary Guarantor now or hereafter existing under this Agreement or any other Loan Document Guaranty owed to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document Guaranty and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lenderhowever, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the First Lien Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the Administrative Agent for further application in accordance with credit or the provisions account of any subsidiary of a Loan Party that (i) is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative AgentCode or (ii) is a subsidiary of a person described in clause (i), the LC Issuing Banks, and the Lenders, and unless (yin either case) the Defaulting Lender shall provide promptly to the Administrative Agent such subsidiary is not a statement describing in reasonable detail the obligations direct or indirect Subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveBorrower. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set off and applicationapplication made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Lender under this Section 10 are in addition to other rights and remedies (including other rights of set off) that such Lender may have.

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

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Guarantor and its Subsidiaries) to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Guaranteed Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent 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 Guaranteed Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 4.07 are in addition to other rights and remedies (including other rights of set off) that the Administrative Agent, such Lender and such L/C Issuer may have.

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

Right of Set-off. Upon Subject to the final proviso to Section 6.01, upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans due and payable pursuant to the provisions of Section 6.01, the Agent, and each Lender, each LC Issuing Bank applicable Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owingowing by the Agent, by or such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower such Company now or hereafter existing under this Agreement and any Note held by the Agent, or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate provided, however, that no such right shall exist against any deposit designated as being for the benefit of such Lenderany governmental authority, such LC Issuing Bank different from the branchprovided, office or Affiliate holding such deposit or obligated on such indebtedness; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 6.02 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the applicable Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender, the Agent, and each such Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Agent, the Lenders or such Affiliates may have.

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

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

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Collateral Agent, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Grantor against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesSecured Obligations, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower such Grantor may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Collateral Agent for further application in accordance with the provisions of Section 2.21 2.19 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Collateral Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Collateral Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Collateral Agent promptly after any such setoff set-off and applicationapplication made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. (a) NOTWITHSTANDING SECTION 9.06(a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationTHIS SECTION 9.06(b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.

Right of Set-off. Upon Subject to the DIP Order and the final proviso to Section 6.01, upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Loans due and payable pursuant to the provisions of Section 6.01, the Agent, and each Lender, each LC Issuing Bank applicable Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owingowing by the Agent, by or such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower such Company now or hereafter existing under this Agreement and any Note held by the Agent, or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate provided, however, that no such right shall exist against any deposit designated as being for the benefit of such Lenderany governmental authority, such LC Issuing Bank different from the branchprovided, office or Affiliate holding such deposit or obligated on such indebtedness; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 6.02 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly applicable Loan Party after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender, the Agent, and each such Affiliate under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Agent, the Lenders or such Affiliates may have.

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; 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. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided further that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default Default, any Agent or any Lender may, and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and any and all other obligations Indebtedness (in whatever currency) at any time owing, owing by such Lender, Agent or such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower any Loan Party against any and all Obligations of the obligations of the Borrower Loan Parties either now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank Agent or such Affiliate Lender shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 4.09 [Apportionment of Payments] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agents and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Agent and each LC Issuing Bank Lender agrees to notify the Borrower and the Administrative Agent such Loan Party promptly after any such setoff set-off and application; application made by such Agent or such Lender provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise. Notwithstanding the foregoing, in no event may the right of set-off described in this Section 12.05 be utilized against any assets that constitute Excluded Property (as such term is defined in the Security Agreement).

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and 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, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the any Borrower or any Subsidiary against any of and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such that any recovery by any Lender, such LC any Issuing Bank different from or any Affiliate pursuant to its setoff rights under this Section 9.06 is subject to the branchprovisions of Section 2.18(c); provided, office or Affiliate holding such deposit or obligated on such indebtedness; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.24 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoffset-off) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 8.02 to authorize the Administrative Agent to declare the principal amount outstanding Borrowings hereunder to be due and payable pursuant to the provisions of Section 6.018.02, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Borrower, against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Promissory Notes held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Promissory Notes, as the case may be, and although such obligations of may be unmatured. Each Lender agrees to notify promptly the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of after any such set-off and application made by such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 10.05 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against any Agent or any Lender for such Agent's or such Lender's, as the case may be, gross negligence or willful misconduct, but no Lender shall be liable for any such conduct on the part of any Agent or any other Lender, and no Agent shall be liable for any such conduct on the part of any Lender.

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making commencement of the request or the granting of the consent specified by remedies described in Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.019.2, each Lender, each LC Issuing Bank L/C Issuer and each of their respective Affiliates the Swing Line Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set 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 owing, held or owing by such Lender, such LC Issuing Bank L/C Issuer or any the Swing Line Lender (including, without limitation, branches, agencies or Affiliates of such AffiliateLender, such L/C Issuer or the Swing Line Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesotherwise, irrespective of whether the Administrative Agent, the Lenders, the L/C Issuers or not such Lender, such LC Issuing Bank or such Affiliate the Swing Line Lender shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured or are owed to a branchunmatured, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise and any such right of setoff, (x) all amounts so set set-off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffsubsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the Revolving Loans and Commitments hereunder pursuant to Sections 3.8 or 11.3(d) may exercise all rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition set-off with respect to other rights and remedies (including other rights of setoff) that its participation interest as fully as if such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Person were a Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Set-off. Upon Upon: (i) the occurrence and during filing of a petition under any of the continuance provisions of any Event of Default and the Bankruptcy Code or amendments thereto, by or against; (ii) the making of an assignment for the request benefit of creditors by; (iii) the application for the appointment, or the granting appointment, of any receiver of, or of any substantial portion of the consent specified by Section 6.01 property of; (iv) the issuance of any execution against any substantial portion of the property of; (v) the issuance of a subpoena or order, in supplementary proceedings, against or with respect to authorize any substantial portion of the Administrative Agent to declare property of; or (vi) the outstanding Borrowings due and payable pursuant to issuance of a warrant of attachment against any substantial portion of the provisions of Section 6.01property of; HubCo or the Borrower, each Lender, Guarantor hereby irrevocably authorizes each LC Issuing Bank and each of their respective Affiliates is hereby authorized Lender at any time and from time to timetime without notice to such Guarantor or any other guarantor, to the fullest extent permitted any such notice being expressly waived by Applicable Laweach Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as such Lender may elect, against any and all on account of the obligations and liabilities of the Borrower now or hereafter existing under this Agreement or any other Loan Document such Guarantor to such LenderLender hereunder or under the Credit Agreement, the Notes, or the other Credit Documents, as such LC Issuing Bank or their respective AffiliatesLender may elect, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate shall have any Lender has made any demand under this Agreement or any other Loan Document for payment and although such obligations of the Borrower obligations, liabilities and claims may be contingent or unmatured or are owed unmatured. Each Lender agrees to a branch, office or Affiliate notify such Guarantor promptly of any such set-off and the application made by such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of a Default and pursuant to Section 8.01(a) or (iib) the making of the request or the granting of the consent specified by Section 6.01 8.01 to authorize the Administrative Agent to declare the outstanding Borrowings Advances due and payable pursuant to the provisions of Section 6.018.01, each Lender, each LC Issuing Bank and each of their respective Affiliates (other than a Defaulting Bank) is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any affiliate of such Affiliate, Bank to or for the credit or the account of the Borrower or the Guarantor (but not any other Person) against any and all of the obligations of the Borrower or the Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesthe Credit Documents, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of may be unmatured, provided that no Bank shall exercise such set-off rights with respect to deposits that such Bank knows are held by the Borrower may be contingent or unmatured or are owed the Guarantor for the benefit of another Person (such deposits, “Third Party Funds”), and each Bank agrees that if it has exercised its set-off rights under this Section 10.05 with respect to a branch, office or Affiliate of such LenderThird Party Funds, such LC Issuing Bank different from shall promptly return such Third Party Funds to the branchBorrower or the Guarantor, office or Affiliate holding such deposit or obligated on such indebtedness; as applicable, provided further that in the event that any Defaulting Lender Bank shall exercise receive any such property of the Borrower or Guarantor or payment (including by purported right of setoffset off or otherwise), (x) all amounts so set off received shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.18 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lendersother Banks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Debt and other obligations of the Borrower owing to such Defaulting Lender Bank as to which it exercised received such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank property or their respective Affiliates may havepayment. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent Guarantor promptly after any such setoff set-off and application; application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Bank under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have.

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

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender, each LC Issuing Bank Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lenderthe Administrative Agent, such LC Issuing Bank Lender Party or any such Affiliate, Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender Party shall have made any demand under this Agreement or any other Loan Document Note or Notes and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lenderhowever, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off 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 2.21 9.10 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, the LC Issuing BanksBank, the Swing Line Bank and the Lenders, and (y) the Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Administrative Agent and each LC Issuing Bank Lender Party agrees promptly to notify the Borrower and the Administrative Agent promptly or such other party after any such setoff set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent and Lender Parties shall have no right to set off against deposits which are subject to a security interest or rights of another lender, or which are held for the benefit of any Person, including any Subsidiary, that is not party to a Loan Document.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of Obligations held by such Lender or such Issuing Bank, as the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.25(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such Issuing Bank.

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

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 by the Required Lenders to authorize the Administrative Agent to declare the outstanding Borrowings Loans due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such LenderAgreement, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveunmatured. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; , provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its respective Affiliates may have. (b) To the extent permitted by applicable law, at any time a Lender is a Defaulting Lender pursuant to clauses (i) or (ii) of the definition thereof, or while a Lender Insolvency Event exists with respect to such Lender or its Lender Parent, the Borrower is hereby authorized without prior notice to such Defaulting Lender or to any other Person, such notice being expressly waived by such Defaulting Lender, to set-off and apply any and all deposits (general and special but excluding security deposits) held by such Defaulting Lender (or any Subsidiary of such Defaulting Lender) to or for the credit of or the account of the Borrower against and on account of the Loans and any accrued interest owing by the Borrower to such Defaulting Lender under this Agreement, regardless of whether the obligations in respect of such deposits or Loans are contingent or unmatured. The Borrower shall provide the Administrative Agent and the applicable Defaulting Lender with prompt notice of the exercise of any of its rights under this Section; provided that: (i) any Centralized Banking Arrangements shall take priority over the Borrower’s rights under this Section; (ii) prior to receipt of such notice by the Administrative Agent, the Administrative Agent shall not be obligated to reflect such set-off in the allocation of its payments to Lenders under Section 2.14; and (iii) after receipt of such notice by the Administrative Agent, such Defaulting Lender irrevocably authorizes the Administrative Agent to rely on such notice and to allocate payments from the Borrower to the Lenders in a manner which gives effect to such set-off (notwithstanding any provisions in Section 2.14 to the contrary); and the Borrower agrees to indemnify the Administrative Agent and its Related Parties from any claims made against any of them by a Defaulting Lender in connection with this Section 8.05(b), all in accordance with Section 11.2 (and for such purposes a claim from a Defaulting Lender shall be deemed to be a third party claim).

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making taking of the request any action or the granting giving of any instruction by the consent Agent as specified by Section 6.01 to authorize 8.02 hereof, the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is Participating Bank are hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC the Issuing Bank or any such Affiliate, Participating Bank to or for the credit or the account of the Borrower Account Party against any and all of the obligations of the Borrower Account Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC in favor of the Issuing Bank or their respective Affiliatessuch Participating Bank, irrespective of whether or not such Lender, such LC the Issuing Bank or such Affiliate Participating Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Participating Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Account Party after any such setoff set-off and application; application provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Issuing Bank and each Participating Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Issuing Bank and/or such Participating Bank may have. (b) The Account Party agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Issuing Bank and of the several Participating Banks hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Account Party's rights to any independent claim that the Account Party may have against the Issuing Bank or any Participating Bank, but no Participating Bank shall be liable for the conduct of the Issuing Bank or any other Participating Bank, and the Issuing Bank shall not be liable for the conduct of any Participating Bank.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.01 7.2 to authorize the Administrative Agent to declare the outstanding Borrowings Obligations due and payable pursuant to the provisions of Section 6.017.2 or the automatic acceleration of the Obligations pursuant to Section 7.3, each Lender, each LC Issuing Bank Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable 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 LC Issuing Bank Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Credit Document to such Lender, Lender or such LC Issuing Bank Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank 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 2.21 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing BanksLenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank 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 Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank 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, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or such Loan Party are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of Obligations under the Borrower Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

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

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

Right of Set-off. Upon (i) The Company hereby irrevocably authorizes the Administrative Agent, each Lender and each of their respective Affiliates at any time and from time to time without notice to the Company or any other Loan Party, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of any an Event of Default and (iiunder subsection 9(a) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings so long as any amount remains unpaid after it becomes due and payable pursuant to by the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at Company or any time and from time to timeother Loan Party under this Agreement or any other Loan Document, to the fullest extent permitted by Applicable Law, to set set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lenderthe Administrative Agent, such LC Issuing Bank other Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Borrower, or any other Loan Document to part thereof in such Lenderamounts as the Administrative Agent, such LC Issuing Bank Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchelect; provided, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 subsection 4.6(e) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each LenderAdministrative Agent, each LC Issuing Bank Lender and each of their respective Affiliates under this Section are in addition to other rights shall notify the Company promptly of any such set-off and remedies (including other rights of setoff) that such Lenderthe application made by the Administrative Agent, such LC Issuing Bank Lender or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationAffiliate of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, each Lender and each of their respective Affiliates under this subsection 11.10 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent, such Lender or any such Affiliate may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 Section 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be unmatured or contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; 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. The rights of each Lender under this Section 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, any LC Issuing Bank or any Lender for the Agent’s, such LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, any LC Issuing Bank or any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or any LC Issuing Bank, and no LC Issuing Bank shall be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or any LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages (as opposed to direct or actual damages) suffered by the Borrower.

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

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any other Borrower Party against any and all of the obligations of the Borrower or such Borrower Party now or hereafter existing under this Credit Agreement or any other Loan Financing Document to such Lender, Lender or such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower or such Borrower Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 3.27 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

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

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each Grantor (on its own behalf and on behalf of its Subsidiaries) to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent 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 Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in Indebtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party that is not a “United States person” within the meaning of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the obligations direct or indirect subsidiary of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveHoldings. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Administrative Agent, each Lender and each L/C Issuer under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Airgas or any other Borrower against any and all of the obligations of the Airgas or such Borrower now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the Airgas or such Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 4.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank Lender or their respective its Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower Airgas and the Administrative Agent promptly after any such setoff and application; , provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender, each LC Issuing Bank Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lenderthe Administrative Agent, such LC Issuing Bank Lender Party or any such Affiliate, Affiliate to or for the credit or the account of the Borrower or any other party to a Loan Document against any and all of the obligations Obligations of the Borrower or such other party now or hereafter existing under this Agreement or any other the Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocuments, irrespective of whether or not such Lender, such LC Issuing Bank the Administrative Agent or such Affiliate Lender Party shall have made any demand under this Agreement or any other Loan Document Note or Notes and although such obligations of the Borrower may be contingent or unmatured or are owed to a branchunmatured; provided, office or Affiliate of such Lenderhowever, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off 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 2.21 9.10 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, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. If such deposits are not pledged pursuant to a valid security agreement, the prior written consent of the Administrative Agent shall be obtained before any right of set-off shall be exercised. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender Administrative Agent and each LC Issuing Bank Lender Party agrees promptly to notify the Borrower and the Administrative Agent promptly or such other party after any such setoff set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent and Lender Parties shall have no right to set off against deposits which are subject to a security interest or rights of another lender, or which are held for the benefit of any Person, including any Subsidiary, that is not party to a Loan Document.

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

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each Lender, each LC Issuing Bank Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owing, by such Lenderowing by, such LC Issuing Bank Lender and its Affiliates or any such AffiliateL/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower respective Grantors and their Subsidiaries against any and all of the obligations of the Borrower Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatesexisting, irrespective of whether or not such Lender, such LC Issuing Bank Agent 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 Obligations may be contingent or unmatured or are owed to denominated in a branch, office or Affiliate of such Lender, such LC Issuing Bank currency different from that of the branch, office or Affiliate holding such applicable deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveIndebtedness. Each Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set off and applicationapplication made by such Lender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent, such Lender and such L/C Issuer may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize Default, the Administrative Agent to declare Agent, the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Issuing Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable Legal Requirement, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owingowing by the Administrative Agent, by such the Issuing Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower any Loan Party now or hereafter existing under this Agreement or any other Loan Document and owing to the Administrative Agent, such Lender, such LC Issuing Bank Lender or their respective Affiliatessuch Affiliate, irrespective of whether or not the Administrative Agent, such Lender, such LC the Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower any Loan Party may be contingent or unmatured or are owed to a branchbranch or office of the Administrative Agent, office or Affiliate of such Lender, such LC Issuing Bank Lender or such Affiliate different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessobligations; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights Each of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each the Lender and each LC Issuing Bank Parties 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 the Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section 7.04 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.

Right of Set-off. Upon Sharing of Set-off. (a) If any amount payable hereunder is not paid as and when due, Borrower irrevocably authorizes the Lender and each Affiliate of the Lender (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to timeproceed, to the fullest extent permitted by Applicable applicable Law, to set off and apply without prior notice, by right of set-off, bankers’ lien, counterclaim or otherwise, against any and all deposits (general or special, time or demand, provisional or final, assets of Borrower in whatever currency) any currency that may at any time held, and other obligations (be in whatever currency) at any time owing, by such Lender, such LC Issuing Bank the possession of the Lender or any such Affiliate, to the full extent of all amounts payable to the Lender hereunder or for (ii) to charge to Borrower’s account with Lender the credit or full extent of all amounts payable by Borrower to the account Lender hereunder; provided, however, that the Lender shall notify Borrower of the Borrower against exercise of such right promptly following such exercise. (b) If any and all Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations owed to such Lender resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other obligations owed to such Lender greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the other Lenders of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the Borrower now other Lenders, or hereafter existing under this Agreement or any make such other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off adjustments as shall be paid over immediately to equitable, so that the Administrative Agent for further application benefit of all such payments shall be shared by the Lenders ratably in accordance with the provisions aggregate amount of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds principal of and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and accrued interest on their respective Affiliates under this Section are in addition to Loans and other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationamounts owing them; provided that the failure to give such notice provisions of this Section 11.03(b) shall not affect be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the validity express terms of such setoff and applicationthis Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, Lender or such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any such other Loan Document and although such the obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.24 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, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each The rights of each Lender and each LC Issuing Bank agrees under this Section 9.06 are in addition to notify the Borrower other rights and the Administrative Agent promptly after any remedies (including other rights of set-off) that such setoff and application; provided that the failure to give Lender or such notice shall not affect the validity of such setoff and applicationIssuing Bank may have.

Right of Set-off. Upon (ia) In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize Default, the Administrative Agent to declare Agent, the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Collateral Agent, each Lender, each LC Issuing Bank and each of their respective Affiliates 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) (other than accounts used exclusively for payroll, time or demandpayroll taxes, provisional or finalfiduciary and trust purposes, in whatever currencyand employee benefits) and any other Indebtedness at any time heldheld or owing by the Administrative Agent, and other obligations (in whatever currency) at any time owing, by such Lenderthe Collateral Agent, such LC Issuing Bank or any such AffiliateLender (including, without limitation, by branches and agencies of the Administrative Agent, Collateral Agent or such Lender wherever located) to or for the credit or the account of the Lead Borrower or any of its Subsidiaries against any and all on account of the obligations Obligations and liabilities of the Borrower now Credit Parties to the Administrative Agent, the Collateral Agent, such Issuing Bank or hereafter existing such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesCredit Document, irrespective of whether or not such Lenderthe Administrative Agent, the Collateral Agent, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower may them, shall be contingent or unmatured or are owed to a branchunmatured. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), office or Affiliate of such LenderAT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, such LC Issuing Bank different from the branchNO ISSUING BANK OR LENDER SHALL EXERCISE A RIGHT OF SET-OFF, 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 setoffLIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SET-OFF OR ACTION OR PROCEEDING WOULD OR MIGHT (xPURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 andAFFECT OR IMPAIR THE VALIDITY, pending such paymentPRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAND ANY ATTEMPTED EXERCISE BY ANY ISSUING BANK OR ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH ISSUING BANK, the LC Issuing BanksEACH OF THE LENDERS, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationTHE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT HEREUNDER.

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

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

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.01be continuing, each Lender, Lender and each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, Lender or such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement held by such Lender or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesBank, irrespective of whether or not such Lender, Lender or such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, branch or office or Affiliate of such Lender, Lender or such LC Issuing Bank different from the branch, branch or office or Affiliate holding such deposit or obligated on such indebtednessIndebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender or Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section 5.08. The rights of each Lender, Lender and each LC Issuing Bank and their respective Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Lender or such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees ; provided, further, that to notify the Borrower and extent prohibited by applicable law as described in the Administrative Agent promptly after definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any such setoff and application; provided that the failure Guarantor shall be applied to give such notice shall not affect the validity any Excluded Swap Obligations of such setoff and applicationGuarantor.

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

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

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

Right of Set-off. Upon 1. In addition and without prejudice to any general right to set-off or similar rights to which the Company is entitled by law, the Company for itself or as agent for any of the BPI Group may at any time and without notice or reference to the Customer:- (ia) the occurrence and during the continuance combine or consolidate all Accounts of any Event of Default nature whatsoever and (ii) either individually or jointly with others, maintained with the making of Company and/or the request BPI Group and the Company may, without prior notice or reference to the Customer, appropriate, transfer or set off any securities, money or other property in any such accounts to satisfy debts, obligations or liabilities on the Customer’s part due and owing to the Company or the granting BPI Group, whether such debts, obligations and liabilities are actual or contingent primary or collateral, secured or unsecured, or joint or several; and (b) if any sum due but remains unpaid hereunder, retain all or any securities, valuables or any other property whatever and wherever situate which may be deposited with or otherwise held by the Company and/or BPI Group for or in the Customer’s name whether for safe custody or otherwise and sell the same or any part thereof at such price and in such manner as the Company shall in the Company’s discretion determine and the Company may retain such agent or broker therefore and shall apply the proceeds thereof to set off any and all sums owing under this MSA after full deduction of all costs and expenses. 2. The Company shall inform the consent specified by Section 6.01 to authorize Customer promptly after exercising any such rights of appropriation, set off or transfer (as the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates case may be). 3. The Company is hereby authorized at any time and in its absolute discretion convert any sum in the Accounts into any currency by any lawful means at the Company’s disposal and at the prevailing rate of exchange as determined by the Company on the day of passing the entry for the purpose of appropriate, transfer or set off without reference to the Customer. 4. The foregoing provisions shall apply notwithstanding that the Account comprises of deposits that may have been deposited for a fixed period or may be subject to a period of notice and the fixed period or period of notice may not have expired or notice may not have been given. The Company shall further be irrevocably authorized from time to time, at the Company’s sole discretion and without reference to the fullest extent permitted by Applicable LawCustomer or any other person, to set off and apply renew any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of deposits on the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Customer’s behalf until all the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately Customer’s liabilities to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds Company have been fully satisfied and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, discharged and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice Customer shall not affect be entitled to withdraw or in any way dispose of or encumber the validity of such setoff and applicationdeposits without the Company’s consent.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 6.1 to authorize the Administrative Agent to declare the outstanding Borrowings all amounts owing hereunder due and payable pursuant to the provisions of Section 6.016.1, each Lender, each LC Issuing Bank Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective AffiliatesDocument, irrespective of whether or not such Lender, such LC Issuing Bank Lender or such Affiliate shall have made any demand under this Agreement or any other such Loan Document and although such obligations of the Borrower may be unmatured or contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank 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 setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may haveset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application; 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. The rights of each Lender under this Section 9.5(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent or any Lender for the Agent’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent or any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender; provided, however that none of the Agent or any Lender shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages (as opposed to direct or actual damages) suffered by the Borrower.

Right of Set-off. Upon Each of the Agent, LC Issuer, each Lender and each Affiliate (iincluding each branch office thereof) the occurrence of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawapplicable Requirements of Law (but in the case of each Lender and each Affiliate, after obtaining the prior written consent of the Agent), to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currencybut not including Excluded Accounts) at any time held, held and other Indebtedness, claims or other obligations (in whatever currency) at any time owingowing by the Agent, by such LenderLC Issuer, such LC Issuing Bank Lender or any such Affiliate, of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement Borrowers or any other Loan Document Credit Party against any Obligation of any Credit Party then due and owing. None of any Lender nor LC Issuer shall exercise any such right of set-off without the prior consent of the Agent or Required Lenders. Each of the Agent, LC Issuer, and each Lender agrees promptly to notify the Borrowers and the Agent after any such Lenderset-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such LC Issuing Bank or notice shall not affect the validity of such set-off and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of set-off) that the Agent, the Lenders, their respective AffiliatesAffiliates and the other Secured Parties, irrespective of whether or not such Lendermay have. In addition to the foregoing, such LC Issuing Bank or such Affiliate shall have made and notwithstanding any demand under this Agreement or any other Loan Document and although such obligations of provision hereof to the Borrower may be contingent or unmatured or are owed to a branchcontrary, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 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, the LC Issuing BanksIssuer, Swingline Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower 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 Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Default, each LenderAgent and its Affiliates, each LC Issuing Bank Lender and its Affiliates, each Swing Line Lender and its Affiliates and each of their respective L/C Issuer and its Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld by, and other obligations (in whatever currency) Indebtedness at any time owingowing by, such Agent and its Affiliates, such Lender and its Affiliates, such Swing Line Lender and its Affiliates or such L/C Issuer and its Affiliates to or for the credit or the account of the respective Guarantor against any and all obligations owing to such Agent and its Affiliates, such Lender and its Affiliates, such Swing Line Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Agent and its Affiliates, such Lender or its Affiliates, such Swing Line Lender and its Affiliates or such L/C Issuer and its Affiliates shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates, each Swing Line Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderAgent or its Affiliates, such LC Issuing Bank Lender or any its Affiliates, such AffiliateSwing Line Lender and its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of the Borrower against any and all Subsidiary of the obligations of the Borrower now a Loan Party that is a Foreign Subsidiary or hereafter existing under this Agreement or any other a Domestic Foreign Holding Company that is not itself a Loan Document to such Party. Each Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Swing Line Lender and each LC Issuing Bank L/C Issuer agrees promptly to notify the Borrower relevant Guarantor and the Administrative Collateral Agent promptly after any such setoff set off and applicationapplication made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent, each Lender, each Swing Line Lender and each L/C Issuer under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent, such Lender, such Swing Line Lender and such L/C Issuer may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 9.02 to authorize the Administrative Agent to declare the principal amount outstanding Borrowings hereunder to be due and payable pursuant to the provisions of Section 6.019.02, each Lender, each LC Issuing Bank and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) indebtedness at any time owing, owing by such Lender, such LC Issuing Bank or any such Affiliate, Lender to or for the credit or the account of the Borrower Borrower, against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Promissory Notes held by such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate Lender shall have made any demand under this Agreement or any other Loan Document such Promissory Notes, as the case may be, and although such obligations of may be unmatured. Each Lender agrees to notify promptly the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of after any such set-off and application made by such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 11.05 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against any Agent or any Lender for such Agent's or such Lender's, as the case may be, gross negligence or willful misconduct, but no Lender shall be liable for any such conduct on the part of any Agent or any other Lender, and no Agent shall be liable for any such conduct on the part of any Lender.

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) hereunder or under any Program Document or failure by Seller or Guarantor to timely perform any of its or their Obligations as set forth herein or in the making of Repurchase Agreement, the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates Buyer is hereby irrevocably authorized at any time and from time to time, time without notice to the fullest extent permitted Guarantor, any such notice being hereby waived by Applicable Lawthe Guarantor, to set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final), in whatever any currency) , and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank the Buyer or any such Affiliate, Affiliate thereof to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as the Buyer may elect, on account of the liabilities of the Guarantor hereunder and claims of every nature and description of the Buyer against the Guarantor, in any currency, whether arising hereunder, under the Repurchase Agreement or otherwise, as the Buyer may elect, whether or not the Buyer has made any demand for payment and although such liabilities and claims may be contingent or unmatured. Buyer may set off cash, the proceeds of the liquidation of any of the Purchased Items and all other sums or obligations owed by Buyer or its Affiliates to Seller or Guarantor against all of the Seller’s or Guarantor’s obligations of the Borrower now to Buyer or hereafter existing its Affiliates, whether under this Agreement Guaranty or under any other agreement between the parties or between Seller or Guarantor or any other Loan Document to such Lenderguarantor and any Affiliate of the Buyer, such LC Issuing Bank or their respective Affiliatesotherwise, irrespective of whether or not such Lenderobligations are then due, such LC Issuing Bank without prejudice to Buyer’s or such Affiliate its Affiliate’s right to recover any deficiency. The Buyer shall have made any demand under this Agreement or any other Loan Document and although such obligations notify the Guarantor of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lendersapplication made by the Buyer, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Buyer under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Buyer may have. Upon an Event of Default in the performance of any obligations hereunder or under the Program Documents, the Buyer shall have the right to cause liquidation, termination or acceleration to the extent of any assets pledged by the Guarantor to secure its obligations hereunder or under any other agreement to which this Section 3 applies.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making is continuing, each of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Lawlaw, and without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to set off set-off, appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank Lender or any such Affiliate, Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank whether direct or their respective Affiliatesindirect, absolute or contingent, matured or unmatured, and irrespective of whether or not such Lender, such LC Issuing Bank Lender or such any Affiliate shall have made any demand under this Agreement or any other the Loan Document Documents and although such obligations Obligations of the Borrower may be contingent or unmatured or such Loan Party are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. Each Lender agrees to notify the Borrower promptly after any such set-off and appropriation and application; provided that that, the failure to give such notice shall not affect the validity of such set-off and appropriation and application. The rights of each of the Lenders and each of their respective Affiliates under this Section 13.05 are in the event that additional to any other rights and remedies available to them (including other rights of set-off, consolidation of accounts or bankers' liens). (b) If a Defaulting Lender shall exercise or its Affiliate exercises any such right of setoff, set-off: (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 2.21 14.12 and, pending such payment, shall be segregated by such the Defaulting Lender or its Affiliate from its other funds and deemed to be held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and Lenders (y) excluding the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application); provided that the failure to give such notice shall not affect the validity of such setoff and application.and

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01be continuing, each Lender, each LC Issuing Bank the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, held and other obligations (in whatever currency) at any time owing, owing by such Lender, such LC Issuing Bank the L/C Issuer 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 Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank Lender or the L/C Issuer 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 2.21 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank the L/C Issuer or their respective Affiliates may have. Each Lender and each LC Issuing Bank the L/C Issuer 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 Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant Default, without prior notice to the provisions of Section 6.01Borrower or any Guarantor, each Lender, each LC Issuing Bank any such notice being expressly waived by the Borrower and each of their respective Affiliates is hereby authorized at any time and from time to time, Guarantor to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower and any Guarantor at any time held, and held or other obligations (in whatever currency) at any time owing, owing by such Lender, Lender and such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any Guarantor against any and all of Obligations held by such Lender or such Issuing Bank, as the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliatescase may be, irrespective of whether such Lender or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Administrative Agent and the Administrative Agent promptly Borrower after any such setoff set-off and applicationany application made by such Lender or such Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender and each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such Issuing Bank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request Without notice or the granting of the consent specified by Section 6.01 demand to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01Debtor, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply against any and all of the Obligation any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, held or owing by such Lender, such LC Issuing Bank or any such Affiliate, of Bank's agents or affiliates to or for the credit or of the account of Debtor or any guarantor or indorser of Debtor's Obligation. During the Borrower existence of any Event of Default, Bank shall be entitled to immediate possession of all books and records evidencing any Collateral or pertaining to chattel paper covered by this Agreement and it or its representatives shall have the authority to enter upon any premises upon which any of the same, or any Collateral, may be situated and remove the same therefrom without liability if such can be accomplished without breach of the peace. During the existence of any Event of Default, Bank may surrender any insurance policies in the Collateral and receive the unearned premium thereon. Debtor shall be entitled to any surplus and shall be liable to Bank for any deficiency. During the existence of any Event of Default, the proceeds of any disposition available to satisfy the Obligation shall be applied to the Obligation in such order and in such manner as Bank in its discretion shall decide. Debtor specifically understands and agrees that any sale by Bank of all or part of the Collateral pursuant to the terms of this Agreement may be effected by Bank at times and in manners which could result in the proceeds of such sale as being significantly and materially less than might have been received if such sale had occurred at different times or in different manners, and Debtor hereby releases Bank and its officers and representatives from and against any and all obligations and liabilities arising out of or related to the obligations timing or manner of the Borrower now any such sale other than acts or hereafter existing under this Agreement omissions constituting gross negligence or any other Loan Document to such Lenderwillful misconduct. If, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event opinion of Bank, there is any question that a public sale or distribution of any Defaulting Lender shall exercise Collateral will violate any state or federal securities law, Bank may offer and sell such Collateral in a transaction exempt from registration under federal securities law, and any such right of setoff, (x) all amounts so set off sale made in good faith by Bank shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application"commercially reasonable".