Common use of Right of Set-off Clause in Contracts

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has made a demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall promptly notify any Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing Lender and each of its Affiliates that Lender is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Administrative Agent, the Issuing Lender or such Affiliate Lender to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not the Administrative Agent, the Issuing Lender or such Lender has shall have made a any demand under this Agreement Agreement, such Notes, or such Notes other Loan Documents, and although such obligations may be unmatured. Each The Administrative Agent, the Issuing Lender shall and each Lender agrees to promptly notify any the Borrower after any such setoff set-off and application made by the Administrative Agent, the Issuing Lender or such Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Section 7.04 are in addition to any other rights and remedies (including, without limitation, other rights of setoffset-off) which that the Administrative Agent, the Issuing Lender or such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Loans due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and or any Notes held by other Loan Document to such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 7.01 to authorize the Agent to declare any Advances the Extensions of Credit due and payable pursuant to the provisions of Section 6.27.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of Holdings or any Borrower Loan Party against any and all of the obligations to such Lender or such Affiliate of such Borrower Holdings and the Loan Parties now or hereafter existing under this Agreement Agreement, the other Loan Documents and any Notes held by the Extensions of Credit of such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmaturedthe other Loan Documents. Each Lender shall agrees promptly to notify any Borrower Holdings or the applicable Loan Party (with a copy to the Agent) after any such setoff set-off and application made by such Lenderapplication, 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, including other rights of setoffset-off) which that such Lender and its Affiliates Affiliate may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.26.01, each Lender, each LC Issuer and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Lender, such LC Issuer or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement the Loan Documents and any Notes Note held by such LenderLender or such LC Issuer, whether or not such Lender has or such LC Issuer shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall and each LC Issuer agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 Lender, each LC Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender Lender, such LC Issuer and its their respective Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon either (ia) the occurrence and during the continuance of any Event of Default and under Section 6.01(a) or 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 6.2 6.01 to authorize the Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and with respect to a Borrower and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Notes issued by such Borrower due and payable pursuant to the provisions of Section 6.26.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any such Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes Note of such Borrower held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and 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 8.05 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and with respect to a Borrower and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any the Advances to such Borrower due and payable pursuant to the provisions of Section 6.26.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any such Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes Note of such Borrower held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and 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 8.05 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender Upon (a) the occurrence and each during the continuance of its Affiliates that is any Event of Default under Section 6.01(a) or was at one time a Lender hereunder is authorized at any time and from time to time, upon (b) (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations to such Lender of the Company or such Affiliate of such any Borrower now or hereafter existing under this Agreement to such Lender and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Company or the applicable Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) the making each Lender and each Affiliate of the request or the granting of the consent specified by Section 6.2 a Lender is hereby authorized at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any Borrower Loan Party against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) the making each Lender and each Affiliate of the request or the granting of the consent specified by Section 6.2 a Lender is hereby authorized at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any of and all the obligations of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmatured. Each ; provided that in the event that any Defaulting Lender shall promptly notify any Borrower after exercise any such setoff and right of set-off, all amounts so set off shall be paid over immediately to the Administrative Agent for further application made in accordance with the provisions of Section 2.18(e) and, pending such payment, shall be segregated by such LenderDefaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, provided that the failure to give such notice shall not affect Issuing Banks, and the validity of such setoff and applicationLenders. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) 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 6.2 Lender may, and is hereby authorized to, at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by lawtime, without notice to any the Borrower (any such notice being expressly waived by each the Borrower)) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all obligations of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such LenderLoan Document, irrespective of whether or not such the Lender has shall have made a any demand under this Agreement hereunder or such Notes thereunder and although such obligations may be contingent or unmatured. Each The Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such the 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 the Lender under this Section 7.06 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which such the Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 8.02 of the Credit Agreement to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of said Section 6.28.02, the Administrative Agent and, after obtaining the prior written consent of the Administrative Agent, each other Agent and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Borrower the Guarantor against any and all of the obligations to such Lender or such Affiliate Obligations of such Borrower the Guarantor now or hereafter existing under this Agreement and any Notes held by the Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender has shall have made a any demand under this Agreement Guaranty or such Notes any other Loan Document and although such obligations Obligations may be unmatured. Each Agent and each Lender shall agrees promptly to notify any Borrower the Guarantor after any such setoff set-off and application made by such Lender, 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 Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Each 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 of its Affiliates that is or was at one time a Lender hereunder is authorized shall have the right, at any time and or from time to time, upon (i) 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.2Borrower, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)the Borrower to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes Obligations held by such Lender, Lender irrespective of whether or not such Lender has shall have made a demand under this Agreement or such Notes hereunder and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Administrative Agent and the Borrower after any such setoff set-off and any application made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of each Lender under this Section are in addition its Subsidiaries to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may haveLender.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 7.01 to authorize the Agent to declare any Advances the Extensions of Credit due and payable pursuant to the provisions of Section 6.27.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of Holdings or any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower Holdings and the Borrowers now or hereafter existing under this Agreement Agreement, the other Loan Documents and any Notes held by the Extensions of Credit of such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmaturedthe other Loan Documents. Each Lender shall agrees promptly to notify any Holdings or the applicable Borrower (with a copy to the Agent) after any such setoff set-off and application made by such Lenderapplication, 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, including other rights of setoffset-off) which that such Lender and its Affiliates Affiliate may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its their respective Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by applicable law, without notice to any Borrower (any such notice being expressly waived by 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 indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes held by to such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender shall agrees promptly to notify any the Borrower and the Agent after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon either (ia) the occurrence and during the continuance of any Event of Default and 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 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations to such Lender of the Company or such Affiliate of such any Borrower now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the appropriate Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender In addition to any rights now or hereafter granted under applicable Law or otherwise, and each not by way of its Affiliates that is or was at one time a Lender hereunder is authorized at limitation of any time and from time to timesuch rights, upon (i) upon the occurrence and during the continuance of any an Event of Default and (ii) the making Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of the request or the granting of the consent specified by Section 6.2 to authorize the Agent to declare any Advances due and payable pursuant kind to the provisions of Section 6.2, to the fullest extent permitted by law, without notice Borrower or to any Borrower other Person (except for the notice referred to in the last sentence of this Section 10.16, any such notice being hereby expressly waived by each the Borrower), to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate (including, without limitation, by branches and agencies wherever located), to or for the credit or the account of any the Borrower against any and all obligations of the obligations Borrower to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement or any of the other Financing Documents, regardless of whether any such deposit or other obligation is then due and any Notes held by such Lender, payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether or not such Lender has shall have made a any demand for payment under this Agreement or such Notes and although such obligations may be unmaturedany of the other Financing Documents. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lender, ; provided that the any failure to give such notice shall not affect the validity of invalidate 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 setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 6.1 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.26.1, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has made a demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall promptly notify any Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its their respective Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by applicable law, without notice to any Borrower (any such notice being expressly waived by 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 indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes held by to such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 8.05 are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender shall agrees promptly to notify any the Borrower and the Agent after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held (other than deposits held by Borrower in trust for other persons, such as Security Deposits, and other such deposits) and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or any such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any Borrower after any such setoff set-off and application made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits and investments (general or special, time or demand, provisional or final) at any time held in any accounts, and other indebtedness at any time owing owed by such Lender or such Affiliate Lender, to or for the credit or the account of any Borrower or any Guarantor, against any and or all of the obligations to such Lender of the relevant Borrower or such Affiliate of such Borrower Guarantor now or hereafter existing under this Agreement and any Notes held by such in favor of Lender, whether or not such Lender has shall have given any notice or made a any demand under this Agreement to the relevant Borrower or such Notes Guarantor, and although such obligations of the relevant Borrower or Guarantor may be unmatured. Each Lender shall promptly notify any agrees to mail or transmit notice to the relevant Borrower after any or Guarantor on the day of each such setoff set-off and 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, nor shall such failure subject Lender to any liability. The rights of each Lender under this Section are in addition to other rights rights, powers, and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender Upon the occurrence and each during the continuance of its Affiliates that any EVENT OF DEFAULT the BANK is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower the BORROWER (any such notice being expressly waived by each Borrowerthe BORROWER), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held held, and other indebtedness at any time owing by such Lender or such Affiliate the BANK to or for the credit or the account of any Borrower the BORROWER against any and all of the obligations to such Lender or such Affiliate of such Borrower the BORROWER now or hereafter existing under this Agreement and the AGREEMENT or the NOTE or any Notes held by such Lenderother LOAN DOCUMENT, irrespective of whether or not such Lender has the BANK shall have made a any demand under this Agreement AGREEMENT or such Notes other LOAN DOCUMENT and although such obligations may be unmatured. Each Lender shall The BANK agrees promptly to notify any Borrower the BORROWER after any such setoff set off and application made by such Lenderapplication, 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 BANK under this Section SECTION 8.10 are in addition to other rights and remedies (including, without limitation, other rights of setoffset off) which such Lender and its Affiliates the BANK may have.

Right of Set-off. Each Lender If an Event of Default shall have occurred and be continuing, the Lender, and each of its their respective Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender the Lender, or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and or any Notes held by such other Loan Document to the Lender, irrespective of whether or not such the Lender has shall have made a any demand under this Agreement or such Notes any other Loan Document and although such obligations of such Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of the Lender different from the branch or office holding such deposit or obligated on such indebtedness. Each The rights of the Lender shall and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender or its Affiliates may have. The Lender agrees to notify Parent promptly notify any Borrower after any such setoff and application made by such Lender, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender Upon the occurrence and each during the continuance of its Affiliates that any Event of Default, Bank is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by Bank and any and all other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate Borrower's Obligations irrespective of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has Bank shall have made a any demand hereunder or under this Agreement or such Notes any of the other Transaction Documents and although such obligations may be contingent or unmatured. Each Lender shall Bank agrees to promptly notify any Borrower after any such setoff set-off and application made by such LenderBank, provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender Bank under this Section 10.02 are in addition to any other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates Bank may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of Bank to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmatured. Each ; provided that in the event that any Defaulting Lender shall promptly notify any Borrower after exercise any such setoff and right of set-off, (x) all amounts so set off shall be paid over immediately to the Agent for further application made in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Lender, provided that Defaulting Lender from its other funds and deemed held in trust for the failure benefit of the Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to give the Agent a statement describing in reasonable detail the obligations owing to such notice shall not affect the validity Defaulting Lender as to which it exercised such right of such setoff and applicationset-off. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates may have. Each Lender agrees to notify the Company and the Agent promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.2 8.02 to authorize the Administrative Agent to declare the Notes and any Advances other amount payable hereunder due and payable pursuant to the provisions of Section 6.28.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Agreement, the Note held by such LenderBank, and the other Credit Documents, irrespective of whether or not such Lender has Bank shall have made a any demand under this Agreement Agreement, such Note, or such Notes other Credit Documents, and although such obligations may be unmatured. Each Lender shall Bank agrees to promptly notify any the Borrower after any such setoff set‑off and application made by such LenderBank, 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 Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of setoffset‑off) which such Lender and its Affiliates Bank may have.. ARTICLE IX

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during ---------------- the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 7.01 to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.27.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held (other than deposits at any account with respect to which such account states that the Borrower is acting in a fiduciary capacity) and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and 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 setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and with respect to a Borrower and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Notes issued by such Borrower due and payable pursuant to the provisions of Section 6.26.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any such Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes Note of such Borrower held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and 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 8.05 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) 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 6.2 under this Agreement, Lender is hereby authorized at any time and from time to authorize the Agent time to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any and all other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate Obligations irrespective of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has made a demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall have made any demand hereunder or thereunder. Lender agrees promptly to notify any Borrower after any such setoff set-off and application made by such Lender, provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 8.02 are in addition to any other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates may have. Nothing contained in this Agreement or any other Loan Document shall impair the right of Lender to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Loan Documents.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified in Article 7 by Section 6.2 the Required Lenders to authorize the Administrative Agent to declare any Advances the Loans due and payable pursuant to the provisions of Section 6.2Article 7 and notice to the Borrower as required under Article 7, each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Debt at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 9.17 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and each of its their respective Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Borrower Guarantor against any and all of the obligations to such Lender or such Affiliate First Lien Obligations of such Borrower Guarantor now or hereafter existing under this Agreement and any Notes held by the Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender has shall have made a any demand under this Agreement Guaranty or such Notes any other Loan Document and although such obligations First Lien Obligations may be unmatured. Each Agent and each Lender shall agrees promptly to notify any Borrower such Guarantor after any such setoff set-off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Agent, each Lender and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon 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 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower (all such deposits and other indebtedness being herein called "Obligations") against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations the Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender 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 setoffset-off) which such Lender and its Affiliates or such Affiliate may have.

Right of Set-off. Each The Borrower hereby grants to the Lender a lien, security interest and each right of its Affiliates that is setoff as security for all Indebtedness and obligations of the Borrower upon and against all deposits, credit, and property of the Borrower, now or was at one time a Lender hereunder is authorized at any time hereafter in the possession, custody, safekeeping or control of such Person; and from time to time, upon (ia) the occurrence and during the continuance of any Event of Default and Default; and (iib) the making of decision by the request or the granting of the consent specified by Section 6.2 to authorize the Agent Lender to declare any Advances the Note due and payable pursuant to the provisions of Section 6.2Article VII, the Lender is hereby authorized at any time and from time to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)time, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, other than trust funds) at any time held and other indebtedness at any time owing by such the Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Indebtedness of such the Borrower now or hereafter existing under this Agreement and any Notes held by such Lenderthe Note, irrespective of whether or not such Lender has made a demand under this Agreement or such Notes the Note shall have been made and although such obligations Indebtedness may be unmatured. Each The Lender shall promptly notify any the Borrower after any such setoff set off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset - off) which that such Lender and its Affiliates Persons may havehave at law, in equity or otherwise.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, the Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any the Borrower (any such notice being expressly waived by each the Borrower)) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such the Lender or such Affiliate its Affiliates to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing hereunder or under this Agreement and any Notes held by such Lenderother Loan Document, irrespective of whether or not such the Lender has shall have made a any demand under this Agreement hereunder or such Notes thereunder and although such obligations may be unmatured. Each The Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff set-off and applicationapplication or any obligations of the Borrower to the Lender hereunder or under any other Loan Document or otherwise. The rights of each the Lender under this Section 8.12 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which such the Lender and its Affiliates may havehave under law, equity or otherwise.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 by the Required Lenders to authorize the Administrative Agent to declare any Advances the Loans due and payable pursuant to the provisions of Section 6.26.01 and notice to the Borrower as required under Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower and the Administrative Agent after any such setoff set off and application made by such Lenderapplication, provided that the failure to give such notice notices 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 setoffset off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making acceleration of the request or the granting of the consent specified by Section 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, uponUpon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.2 8.02 to authorize the Administrative Agent to declare the Notes and any Advances other amount payable hereunder due and payable pursuant to the provisions of Section 6.28.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Agreement, the Note held by such LenderBank, and the other Credit Documents, irrespective of whether or not such Lender has Bank shall have made a any demand under this Agreement Agreement, such Note, or such Notes other Credit Documents, and although such obligations may be unmatured. Each Lender shall Bank agrees to promptly notify any the Borrower after any such setoff set-off and application made by such LenderBank, 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 Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates Bank may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each of its Affiliates that their respective Affiliates, is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (including general or special, time or demand, provisional or final, but excluding customer related deposits or ERISA related funds) at any time held and other indebtedness obligations at any time owing by such Lender Lender, Issuing Bank or such Affiliate to or for the credit or the account of any the Borrower against any of and all the obligations of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, irrespective of whether or not such Lender has or Issuing Bank shall have made a any demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall promptly notify any Borrower after any such setoff and application made by , provided that such Lender, Issuing Bank or Affiliate shall notify the Administrative Agent promptly after effecting such set-off, provided further that the failure to give Administrative Agent shall notify the Borrower of such set-off promptly after receiving such notice shall not affect the validity of from such setoff and applicationLender, Issuing Bank or Affiliate. The rights of each Lender and Issuing Bank, and each of their respective Affiliates, under this Section are in addition to and shall not limit other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates Lender, Issuing Bank or Affiliate may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender and each of its their respective Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such the Borrower now or hereafter existing under this Agreement and any Notes held by the Loan Documents, irrespective of whether such Lender, whether Agent or not such Lender has shall have made a any demand under this Agreement or such Note or Notes and although such obligations Obligations may be unmatured. Each Agent and each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Agent, such Lender and its their respective Affiliates may have.

Right of Set-off. Each 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, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant without prior notice to the provisions of Section 6.2Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or such Affiliate and its Affiliates to or for the credit or the account of any Borrower the respective Loan Parties against any and all of the obligations owing to such Lender or such Affiliate of such Borrower and its Affiliates hereunder, now or hereafter existing under this Agreement and any Notes held by such Lenderexisting, irrespective of whether or not such Lender has or Affiliate shall have made a demand under this Agreement or such Notes and although such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender shall agrees promptly to notify any the Borrower and the Collateral Agent after any such setoff set off and application 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 Lender under this Section 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.2 8.02 to authorize the Administrative Agent to declare the Notes and any Advances other amount payable hereunder due and payable pursuant to the provisions of Section 6.28.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Agreement, the Note held by such LenderBank, and the other Credit Documents, irrespective of whether or not such Lender has Bank shall have made a any demand under this Agreement Agreement, such Note, or such Notes other Credit Documents, and although such obligations may be unmatured. Each Lender shall Bank agrees to promptly notify any the Borrower after any such setoff set-off and application made by such LenderBank, 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 Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates Bank may have.

Right of Set-off. Each Lender and each Subject to the terms of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to timethe Intercreditor Agreement, upon (i) upon the occurrence and during the continuance of any Event of Default and (ii) the making each Lender and each Affiliate of the request or the granting of the consent specified by Section 6.2 a Lender is hereby authorized at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and to the extent such Notes and although Obligations are matured or are owed to a branch office of such obligations may be unmaturedLender different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender shall agrees promptly to notify any the Administrative Borrower after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 10.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) and so long as the making of Requisite LC Participants have requested that the request or Administrative Agent declare the granting of the consent specified by Section 6.2 Obligations to authorize the Agent to declare any Advances be immediately due and payable pursuant to Section 9.2 (Remedies), or the provisions Obligations have become immediately due and payable without notice pursuant to Section 9.2 (Remedies), then each LC Participant and each Affiliate of Section 6.2an LC Participant is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Obligations at any time owing by such Lender LC Participant or such Affiliate its Affiliates to or for the credit or the account of any Borrower Group Member against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has LC Participant shall have made a any demand under this Agreement or any other LC Facility Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall LC Participant agrees promptly to notify any Borrower the Company after any such setoff set-off and application made by such LenderLC Participant or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender LC Participant under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates LC Participant may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the ---------------- continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender (and, in the case of CUSA, Citibank) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender or such Affiliate (and, in the case of CUSA, Citibank) to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes held by such LenderAgreement, whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmaturedAgreement. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender (and, in the case of CUSA, Citibank); 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, in the case of CUSA, Citibank) under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) the making each Lender and each Affiliate of the request or the granting of the consent specified by Section 6.2 a Lender is hereby authorized at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any such Borrower after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender (and, in the case of CUSA, Citibank) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender or such Affiliate (and, in the case of CUSA, Citibank) to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes held by such LenderAgreement, whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmaturedAgreement. Each Lender shall agrees promptly to notify any the Borrower after any such setoff and application made by such LenderLender (and, provided that in the case of CUSA, Citibank); 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, in the case of CUSA, Citibank) under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured, provided, however, that no such right shall exist against any deposit designated as being for the benefit of any governmental authority. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each 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, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant without prior notice to the provisions of Section 6.2Borrower or any other Guarantor, any such notice being waived by the Borrower and each Guarantor to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender or and/or such Affiliate Affiliates to or for the credit or the account of any Borrower the respective Loan Parties against any and all of the obligations Guaranteed Obligations owing to such Lender or and/or such Affiliate of such Borrower Affiliates hereunder, now or hereafter existing under this Agreement and any Notes held by such Lenderexisting, irrespective of whether or not such Lender has or Affiliate shall have made a demand under this Agreement or such Notes and although such obligations Guaranteed Obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender shall agrees promptly to notify any the Borrower and the Administrative Agent after any such setoff set off and application 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 Lender under this Section 4.08 are in addition to other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time that payment owed to such Lender is not made by any Borrower to the Agent when due and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any such Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any such Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 7.01 to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.27.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held (other than deposits at any account with respect to which such account states that the Company is acting in a fiduciary capacity) and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower the Company against any and all of the obligations to such Lender or such Affiliate of such Borrower the Company now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any Borrower the Company after any such setoff set-off and 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 setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations of the Borrower to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any the Note or Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application shall be made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application; provided further that no Lender shall exercise any such right of set-off or any other right of set-off without the prior consent of the Administrative Agent. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Agent, each Lender and each of its Affiliates that the LC Issuer is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, upon (i) the occurrence and during the continuance without presentment, demand, protest or other notice of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice kind to any Borrower (or to any other Person, any such notice being hereby expressly waived by each Borrower)waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Agent, such Lender or the LC Issuer (including, without limitation, by branches, agencies and Affiliates of such Affiliate Agent, such Lender or the LC Issuer wherever located) to or for the credit or the account of any Borrower against any and all on account of the obligations to such Lender or such Affiliate Obligations, regardless of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Agent, such Lender has or the LC Issuer shall have made a any demand under this Agreement hereunder and regardless of whether or not such Notes and although such obligations may Obligations shall be contingent or unmatured. Each Agent, each Lender shall and the LC Issuer agrees to promptly notify any the relevant Borrower after any such setoff set off and application made by such Lenderapplication, provided that the but 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 setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Subject to the terms of the Master Collateral and Intercreditor Agreement (including Sections 5.01 and 5.02 thereof), if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all obligations of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement hereunder and any Notes held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes hereunder and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender shall agrees promptly to notify any the Borrower and the Administrative Agent after any such setoff set-off and 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 setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon both (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 8.2 of the Credit Agreement to authorize the Administrative Agent to declare take the actions described therein, each Agent, each Lender and each L/C Issuer and each of their respective Affiliates is hereby authorized at any Advances due time and payable pursuant from time to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such L/C Issuer or such Affiliate to or for the credit or the account of any Borrower Guarantor against any and all of the obligations to such Lender or such Affiliate Obligations of such Borrower Guarantor now or hereafter existing under this Agreement and any Notes held by the Loan Documents, irrespective of whether such LenderAgent, whether or not such Lender has or such L/C Issuer shall have made a any demand under this Agreement Guaranty or such Notes any other Loan Document and although such obligations Obligations may be unmatured. Each Agent, each Lender shall and each L/C Issuer agrees promptly to notify any Borrower such Guarantor after any such setoff set-off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Agent, each Lender and each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender Agent, such Lender, such L/C Issuer and its their respective Affiliates may have.

Right of Set-off. Each The Borrower hereby grants to the Lender a lien, security interest and each right of its Affiliates that is setoff as security for all Indebtedness and obligations of the Borrower upon and against all deposits, credit, and property of the Borrower, now or was at one time a Lender hereunder is authorized at any time hereafter in the possession, custody, safekeeping or control of such Person; and from time to time, upon (ia) the occurrence and during the continuance of any Event of Default and Default; and (iib) the making of decision by the request or the granting of the consent specified by Section 6.2 to authorize the Agent Lender to declare any Advances the Note due and payable pursuant to the provisions of Section 6.2Article VII, the Lender is hereby authorized at any time and from time to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)time, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final, other than trust funds) at any time held and other indebtedness at any time owing by such the Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Indebtedness of such the Borrower now or hereafter existing under this Agreement and any Notes held by such Lenderthe Note, irrespective of whether or not such Lender has made a demand under this Agreement or such Notes the Note shall have been made and although such obligations Indebtedness may be unmatured. Each The Lender shall promptly notify any the Borrower after any such setoff set off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender and its Affiliates Persons may havehave at law, in equity or otherwise.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, uponUpon (ia) the occurrence and during the continuance of any Event of Default and and (iib) either automatic acceleration of the Notes pursuant to clause (a) of Section 10.02 or the making of the request or the granting of the consent specified required by clause (b) of Section 6.2 to authorize the Agent 10.02 to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.210.02, each Bank is hereby authorized, to the fullest extent permitted by applicable law, at any time and from time to time, without notice to any Borrower the Company (any such notice being expressly waived by each Borrowerthe Company), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness (whether or not then due and payable) at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any Borrower the Company, against any and all of the obligations to such Lender or such Affiliate of such Borrower the Company now or hereafter existing under this Agreement and Agreement, the Notes, or any Notes held by such Lenderof the Security Documents, irrespective of whether or not such Lender has Bank shall have made a any demand under this Agreement or for satisfaction of such Notes obligations and although such obligations may be unmaturedunmatured or portions thereof may be owing to Banks other than the Banks effecting such set-off and application. Each Lender shall Bank agrees to notify the Company and the Agent promptly notify any Borrower after any such setoff set-off and application made by such LenderBank, 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 Bank under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates Bank may havehave hereunder, under any of the other Security Documents or under any applicable law.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter Five-Year Credit Agreement 56 existing under this Agreement and any Notes held by such Lender, whether or not such Lender has made a demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall promptly notify any Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon 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 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower (all such deposits and other indebtedness being herein called “Obligations”) against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations the Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender 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 setoffset-off) which such Lender and its Affiliates or such Affiliate may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) the making each Lender and each Affiliate of the request or the granting of the consent specified by Section 6.2 a Lender is hereby authorized at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any Borrower the Borrowers against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any Borrower the Borrowers after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Administrative Agent or the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Administrative Agent or the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during ----------------- the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender (and, in the case of CUSA, Citibank) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender or such Affiliate (and, in the case of CUSA, Citibank) to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes held by such LenderAgreement, whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmaturedAgreement. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender (and, in the case of CUSA, Citibank); 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, in the case of CUSA, Citibank) under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates that is or was at one time a Lender hereunder hereby is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), subject to Section 8.9, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any Borrower (through Agent) after any such setoff set-off and 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 11.5 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender Upon the occurrence and during the continuance of any Event of Default, each of its Affiliates that Bank is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, but specifically excluding any trust or segregated accounts) at any time held by such Bank and any and all other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate Borrower's Obligations irrespective of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has Bank shall have made a any demand under this Agreement or such Notes under any of the other Transaction Documents and although such obligations may be contingent or unmatured. Each Lender shall Bank agrees to promptly notify any Borrower after any such setoff set-off and application made by such LenderBank, provided provided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender the Banks under this Section 8.02 are in addition to any other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates the Banks may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have against Borrower and to apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or the other Transaction Documents.

Right of Set-off. Each Upon (a) the occurrence and during the ---------------- continuance of any Event of Default and (b) the making of the request specified by (S) 10.1 to authorize the Administrative Agent to declare, or the Administrative Agent's declaration of, the Loans to be due and payable pursuant to the provisions of (S) 10.1, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such the Borrower now or hereafter existing under this Agreement and Agreement, any Note or Notes held by such LenderLender and the other Loan Documents, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note or the other Loan Documents and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower and the Administrative Agent after any such setoff set- off and application made by such Lender, 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 (S) 12.5 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent consent, if any, specified by Section 6.2 8.02 to authorize the Administrative Agent to declare the Notes and any Advances other amount payable hereunder due and payable pursuant to the provisions of Section 6.28.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Bank to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes Agreement, the Note held by such LenderBank, and the other Credit Documents, irrespective of whether or not such Lender has Bank shall have made a any demand under this Agreement Agreement, such Note, or such Notes other Credit Documents, and although such obligations may be unmatured. Each Lender shall Bank agrees to promptly notify any the Borrower after any such setoff set‑off and application made by such LenderBank, 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 Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of setoffset‑off) which such Lender and its Affiliates Bank may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 ‎Section 6.01 to authorize the Administrative Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.2‎Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, or general, but not special (in whatever currency)) at any time held and other indebtedness (in whatever currency) at any time owing by such Lender or such any Affiliate thereof to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement that are then due and any Notes held by such Lenderpayable, whether or not such Lender has shall have made a any demand under this Agreement or Agreement, and each such Notes Affiliate is hereby irrevocably authorized to permit such setoff and although such obligations may be unmaturedapplication. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and 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 setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any deposits held by the Borrower in any trustee, agency, fiduciary or other capacity for the benefit of one or more third parties) at any time held and other indebtedness at any time owing by such Lender or such Affiliate (but not including any insurance premiums) to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such the Borrower now or hereafter existing under this Agreement and any the Note or Notes (if any) held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set off and application. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender and its respective Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Default under Section 6.01(f) or any Event of Default and (ii) and the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any the Advances and Notes due and payable pursuant to the provisions of Section 6.26.01, or any actual acceleration of the maturity thereof pursuant to the proviso at the end of Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any either Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any such Borrower after any such setoff set-off and application made by such Lenderapplication, 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 8.05 are in addition to other rights and remedies (including, without limitation, including other rights of setoffsetoff under applicable law or otherwise) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Administrative Agent to declare any Advances the Revolving Credit Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes the Revolving Credit Note held by such Lender, without limitation of clauses (i) and (ii) above, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Revolving Credit Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each (a) Upon the occurrence and during the continuance of any Event of Default, Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Credit Agreement and any Notes the Note held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Credit Agreement or the Note, unless such Notes and although such obligations may be unmatureddemand is required by the other terms of this Credit Agreement or the Note. Each Lender shall agrees promptly to notify any Borrower after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section SECTION 9.4(a) are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have. (b) Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in the Note may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participation.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) the making each Lender and each Affiliate of the request or the granting of the consent specified by Section 6.2 a Lender is hereby authorized at any time and from time to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Loan Document and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 8.6 against any deposit accounts of the Borrower and its Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 8.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, each Lender and each Affiliate of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower the Loan Parties against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or any other Financing Agreement and even though such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower Agent after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights under this Section 11.6 against any deposit accounts of the Loan Parties and their Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any of and all the obligations of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmatured. Each ; provided that in the event that any Defaulting Lender shall promptly notify any Borrower after exercise any such setoff and right of set-off, all amounts so set off shall be paid over immediately to the Administrative Agent for further application made in accordance with the provisions of Section 2.18(c) and, pending such payment, shall be segregated by such Lender, provided that Defaulting Lender from its other funds and deemed held in trust for the failure to give such notice shall not affect benefit of the validity of such setoff Administrative Agent and applicationthe Lenders. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, but not deposits in fiduciary accounts and payroll accounts) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Company or any Borrower against any and all of the obligations to such Lender of the Company or such Affiliate of such any Borrower now or hereafter existing under this Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the appropriate Borrower after any such setoff set-off and application made by such Lenderapplication, 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 9.05 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower or the Borrower against any and all of the obligations to such Lender of the Borrower or such Affiliate of such the Borrower now or hereafter existing under this Bridge Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Bridge Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender Upon (a) the occurrence and each during the continuance of its Affiliates that is any Event of Default under Section 6.01(a) or was at one time a Lender hereunder is authorized at any time and from time to time, upon (b) (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower or the Borrower against any and all of the obligations to such Lender of the Borrower or such Affiliate of such the Borrower now or hereafter existing under this Agreement to such Lender and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower or the Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each of its Affiliates that is or was at one time a Lender hereunder is authorized Noteholder shall have the right, at any time and or from time to time, upon (i) 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.2Issuer, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)the Issuer to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Issuer at any time held and or other indebtedness obligations at any time owing by such Lender or such Affiliate Noteholder to or for the credit or the account of any Borrower the Issuer against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes Obligations held by such Lender, Noteholder irrespective of whether or not such Lender has Noteholder shall have made a demand under this Agreement or such Notes hereunder and although such obligations Obligations may be unmatured. Each Lender shall Noteholder agrees promptly to notify any Borrower the Administrative Agent and the Issuer after any such setoff set-off and any application made by such Lender, Noteholder; provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights Each Noteholder agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Issuer and any of each Lender under this Section are in addition its Subsidiaries to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may haveNoteholder.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such the Borrower now or hereafter existing under this Agreement and any the Note or Notes (if any) held by such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower 48 after any such setoff set-off and application made by such Lenderapplication; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender and its respective Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, the Lender and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any the Borrower (any such notice being expressly waived by each the Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional professional or final) at any time held and any other indebtedness at any time owing by such the Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and or the Line Note, or any Notes held by such Lenderother instrument executed in connection with this Agreement or the Line Note or constituting security therefor, irrespective of whether or not such the Lender has shall have made a demand under this Agreement or such Notes the Line Note and although such obligations may be unmatured. Each The Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each the Lender under this Section 11.18 are in addition to other rights and remedies (including, including without limitation, limitation other rights of setoffset-off) which such the Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, uponUpon (ia) the occurrence and during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 8.2 to authorize the Administrative Agent to declare any Advances the Loans, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 6.28.2, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice law and subject to any Borrower (any such notice being expressly waived by each Borrower)Section 2.10, to set off offset and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any a Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such Borrower now or hereafter existing under this Agreement and any Notes held by such LenderAgreement, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any such Borrower after any such setoff set-off and application made by such Lender, 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, including without limitation, limitation other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 ‎Section 6.01 to authorize the Administrative Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.2‎Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final, or general, but not special (in whatever currency)) at any time held and other indebtedness (in whatever currency) at any time owing by such Lender or such any Affiliate thereof to or for the credit or the account of any the Borrower or the Guarantor against any and all of the obligations to such Lender of the Borrower or such Affiliate of such Borrower the Guarantor (as the case may be) now or hereafter existing under this Agreement that are then due and any Notes held by such Lenderpayable, whether or not such Lender has shall have made a any demand under this Agreement or Agreement, and each such Notes Affiliate is hereby irrevocably authorized to permit such setoff and although such obligations may be unmaturedapplication. Each Lender shall agrees promptly to notify any the Borrower or the Guarantor after any such setoff set-off and 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 setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender If an Event of Default shall have occurred and be continuing and subject to the terms of the Credit Agreement, each Secured Creditor and each of its Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness obligations at any time owing by such Lender Secured Creditor or such Affiliate to or for the credit or the account of any Borrower Credit Party against any of and all of the obligations to such Lender or such Affiliate of such Borrower Credit Party now or hereafter existing under this Agreement and any Notes held by owed to such LenderSecured Creditor, irrespective of whether or not such Lender has Secured Creditor shall have made a any demand under this Agreement or such Notes and although such obligations may be unmatured; provided that, to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender The applicable Secured Creditor shall promptly notify any Borrower after any the Borrower, the Collateral Agent and the Administrative Agent of such setoff and application made by such Lenderset-off or application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationset-off or application under this Section 7.08. The rights of each Lender Secured Creditor under this Section 7.08 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates Secured Creditor may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and during the continuance of any Event of Default and and (iib) with respect to Events of Default other than as specified in subparagraph (d) or (e) of Section 6.1, the making of the request or the granting of the consent specified by Section 6.2 to authorize the Agent Administrative Lender to declare any Advances the Loans due and payable pursuant to the provisions of Section 6.2, each Lender, subject to Section 2.12, is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower)Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Obligations of Borrower, irrespective of whether Administrative Lender or such Affiliate of such Borrower now or hereafter existing Lender shall have made any demand under this Agreement and any Notes held by such Lender, whether or not such Lender has made a demand under this Agreement or such Notes and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any Borrower after any such setoff set-off and application made by such Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence of an Event of Default and at any time thereafter, the Lender may, and is hereby authorized by the Borrower and the each of its Affiliates that is or was at one time a Lender hereunder is authorized Guarantor, at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by lawapplicable Laws, without advance notice to the Borrower or any Borrower Guarantor (any such notice being expressly waived by the Borrower and each BorrowerGuarantor), to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time owing by such the Lender or such Affiliate to to, or for the credit or the account of of, the Borrower or any Borrower Guarantor against any and or all of the obligations to such Lender Obligations of the Borrower or such Affiliate of such Borrower any Guarantor, now or hereafter existing under this Agreement and any Notes held by such Lenderexisting, whether or not such obligations have matured and irrespective of whether the Lender has made a demand under this Agreement exercised any other rights that it has or may have with respect to such Notes and although such obligations may be unmaturedObligations, including without limitation any acceleration rights. Each The Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each the Lender under this Section 8.07 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which such the Lender and its Affiliates may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its their respective Affiliates that is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by applicable law, without notice to any Borrower (any such notice being expressly waived by 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 indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes held by to such Lender, irrespective of whether or not such Lender has shall have made a any demand under this Agreement or such Notes and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 8.04 are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender shall agrees promptly to notify any the Borrower and the Agent after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower or the Borrower against any and all of the obligations to such Lender of the Borrower or such Affiliate of such the Borrower now or hereafter existing under this Term Loan Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Term Loan Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any the Advances due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower or the Borrower against any and all of the obligations to such Lender of the Borrower or such Affiliate of such the Borrower now or hereafter existing under this Term Loan Agreement and any Notes the Note held by such Lender, whether or not such Lender has shall have made a any demand under this Term Loan Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the applicable Borrower after any such setoff set-off and application made by such Lenderapplication, 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 setoffset-off) which that such Lender and its Affiliates may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, Administrative Agent, the Issuing Lender and each of its Affiliates that Lender is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Administrative Agent, the Issuing Lender or such Affiliate Lender to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Agreement, the Notes held by Administrative Agent, the Issuing Lender or such Lender, and the other Loan Documents, irrespective of whether or not Administrative Agent, the Issuing Lender or such Lender has shall have made a any demand under this Agreement Agreement, such Notes, or such Notes other Loan Documents, and although such obligations may be unmatured. Each Administrative Agent, the Issuing Lender shall and each Lender agrees to promptly notify any Borrower after any such setoff set off and application made by Administrative Agent, the Issuing Lender 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 Administrative Agent, the Issuing Lender and each Lender under this Section 7.4 are in addition to any other rights and remedies (including, without limitation, other rights of setoffset off) which that Administrative Agent, the Issuing Lender or such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (ia) the occurrence and ________________ during the continuance of any Event of Default and and (iib) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Notes due and payable pursuant to the provisions of Section 6.26.01, each Lender and each of its respective Affili- ates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate Obligations of such the Borrower now or hereafter existing under this Agreement and any the Note or Notes (if any) held by such Lender, irre- spective of whether or not such Lender has shall have made a any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such Lenderapplication; provided, provided however, that the failure to give ________ _______ such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including, without limitationlimita- tion, other rights of setoffset-off) which that such Lender and its Affiliates respective Affili- ates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations to such Lender or such Affiliate of such Borrower now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has made a demand under this Agreement or such Notes and although such obligations may be unmatured. Each Lender shall promptly notify any Borrower after any such setoff and application made by Five-Year Credit Agreement 68 such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon (i) Upon the occurrence and during the continuance of any Event of Default and (ii) the making and GDB's termination of the request this Agreement or the granting of the consent specified by Section 6.2 GDB's declaring all obligations to authorize the Agent to declare any Advances be forthwith due and payable pursuant to the provisions of Section 6.2Paragraph 9.2 hereof, GDB is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate GDB to or for the credit or the account of the Borrowers (except that any Borrower monies held pursuant to the GDB Investment Agreement (as such term is defined in the LC Agreement) and the GDB Facility Escrow shall not be deemed to be such deposits or indebtedness ) or any of their Affiliates against any and all of the obligations to such Lender of Borrowers or such Affiliate any of such Borrower their Affiliates now or hereafter existing under this Agreement and any Notes held by such LenderAgreement, irrespective of whether or not such Lender has GDB shall have made a any demand under this 109 Agreement or such Notes and although such obligations Obligations may be unmatured. Each Lender shall GDB agrees promptly to notify any Borrower Borrowers after any such setoff set-off and application made by such LenderGDB; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and set-off or application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender and each of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, upon Upon (i) the occurrence and during the continuance of any Event of Default and and (ii) the making of the request or the granting of the consent specified by Section 6.2 6.01 to authorize the Agent to declare any Advances the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.26.01, each Lender, each LC Issuer and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Lender, such LC Issuer or such Affiliate to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement the Loan Documents and any Notes Note held by such LenderLender or such LC Issuer, whether or not such Lender has or such LC Issuer shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each Lender shall and each LC Issuer agrees promptly to notify any the Borrower after any such setoff set‑off and application made by such Lenderapplication, 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 Lender, each LC Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoffset‑off) which that such Lender Lender, such LC Issuer and its their respective Affiliates may have.

Right of Set-off. Each Lender Upon the occurrence and each during the continuance of its Affiliates that is or was at one time a Lender hereunder is any Event of Default, the Lenders are hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any the Borrower (any such notice being expressly waived by each the Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Lenders to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and or the Note or any Notes held by other Loan Document to such Lender, up to the amount of its Pro Rata Share, irrespective of whether or not such Lender has the Lenders shall have made a any demand under this Agreement or the Note or such Notes other Loan Document and although such obligations may be unmatured. Each Lender shall The Lenders agree promptly to notify any the Borrower after any such setoff and application made by such Lenderapplication, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender the Lenders under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates the Lenders may have.

Right of Set-off. Each Lender and each Affiliate of its Affiliates that is or was at one time a Lender hereunder is authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2hereby authorized, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate its Affiliates to or for the credit or the account of the Borrowers (i) at any Borrower time during the continuance of any Event of Default, against any and all Obligations then due and payable and (ii) at any time during the continuance of a Material Event of Default, against any and all of the obligations to such Lender or such Affiliate of such Borrower Obligations now or hereafter existing under this Agreement and any Notes held by such Lender, whether or not such Lender has shall have made a any demand under this Agreement or such Notes any other Loan Document and although such obligations Obligations may be unmatured. Each Lender shall agrees promptly to notify any Borrower the Borrowers after any such setoff set-off and application made by such LenderLender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which such Lender and its Affiliates may have.

Right of Set-off. Each Lender Upon the occurrence and each during the continuance of its Affiliates that is or was at one time a Lender hereunder is any breach of any of Guarantor’s covenants hereunder, the Lenders are hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, excepting only tenant security deposits and similar escrow deposits) at any time held and other indebtedness at any time held or owing by such any of the Lenders (including branches, agencies or Affiliates of a Lender or such Affiliate wherever located) to or for the credit or the account of any Borrower Guarantor against any and all of the obligations to such Lender or such Affiliate of such Borrower Guarantor now or hereafter existing under this Agreement and any Notes held by such LenderGuaranty, irrespective of whether or not such Lender has the Agent or the Lenders shall have made a any demand under this Agreement or such Notes Guaranty and although such obligations obligations, liabilities or claims may be unmaturedcontingent and unmatured and any such set-off shall be deemed to have been made immediately upon the occurrence of a default under this Guaranty even though such charge is made or entered on the books of the Lenders subsequent thereto. Each Lender shall The Lenders agree promptly to notify any Borrower Guarantor after any such setoff set-off and application made by such Lenderapplication, 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 Lenders under this Section 14 are in addition to other rights and remedies (including, without limitation, other rights of setoffset-off) which such Lender and its Affiliates the Lenders may havehave under the Loan Documents, at law or in equity.

Right of Set-off. Each Subject to Section 9.22, if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates that Issuing Bank is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Issuing Bank to or for the credit or the account of any Borrower Loan Party or any other Subsidiary incorporated in a Security Jurisdiction, against any and all obligations of the obligations to such Lender or such Affiliate of such Borrower Loan Parties, now or hereafter existing under this Agreement and or any Notes other Loan Document held by such LenderLender or such Issuing Bank, irrespective of whether or not such Lender has or such Issuing Bank shall have made a any demand under this Agreement or such Notes other Loan Document and although such the obligations may be unmatured; provided that no such amounts so set-off with respect to any Borrower shall be applied to any Excluded Swap Obligation of such Borrower. Each Lender shall of the Lenders agrees to promptly notify any Borrower the Company and the Administrative Agent after any such setoff set-off and 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 and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender and its Affiliates or such Issuing Bank may have.

Right of Set-off. Each Upon the occurrence and during the continuance of any Event of Default, the Lender (and each of its Affiliates that affiliates) is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Lender (or such Affiliate any of its affiliates) to or for the credit or the account of any the Borrower against any and all of the obligations to such Lender or such Affiliate of such the Borrower now or hereafter existing under this Agreement and any Notes the Note held by such the Lender, irrespective of whether or not such the Lender has shall have made a any demand under this Agreement or such Notes Note and although such obligations may be unmatured. Each The Lender shall agrees promptly to notify any the Borrower after any such setoff set-off and application made by such the Lender; provided, provided however, that the 65 72 failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each the Lender under this Section 10.3 are in addition to other rights and remedies (including, without limitation, including other rights of setoffset-off) which such that the Lender and its Affiliates may have.

Right of Set-off. Each If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates that Issuing Bank is or was at one time a Lender hereunder is hereby authorized at any time and from time to time, 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 6.2 to authorize the Agent to declare any Advances due and payable pursuant to the provisions of Section 6.2, to the fullest extent permitted by law, without notice to any Borrower (any such notice being expressly waived by each Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate Issuing Bank to or for the credit or the account of any Borrower Loan Party or any other Subsidiary that is not a Foreign Subsidiary, against any and all obligations of the obligations to such Lender or such Affiliate of such Borrower Loan Parties, now or hereafter existing under this Agreement and or any Notes other Loan Document held by such LenderLender or such Issuing Bank, irrespective of whether or not such Lender has or such Issuing Bank shall have made a any demand under this Agreement or such Notes other Loan Document and although such the obligations may be unmatured. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have. Each Lender shall and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly notify any Borrower after any such setoff and application made by such Lender, application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Lender and its Affiliates may have.