Common use of Right of Set-off Clause in Contracts

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of a Forbearance Default, any Agent or any the Guarantor hereby irrevocably authorizes the Lender may, (and is hereby authorized toits Affiliates), at any time and from time to time, time and without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all property and deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such the Lender (or any of their respective Affiliates its Affiliates) to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Lender may elect, against any and all obligations on account of the Loan Parties either now obligations and liabilities of the Guarantor to the Lender hereunder and claims of every nature and description of the Lender (or hereafter existing any of its Affiliates) against the Guarantor, in any currency, whether arising hereunder or under any other Loan Document, irrespective as the Lender (or any of its Affiliates) may elect, regardless of whether or not such Agent the Lender (or such Lender shall have Affiliate) has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Lender (or its Affiliate) shall notify the event that any Defaulting Lender shall exercise any such right Guarantor promptly of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent the Lender or such Lender or any of their respective Affiliates Affiliate; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Lender (and the Lenders its Affiliates) under this Section 12.05 3 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Lender (and the Lenders such Affiliates) may have under this Agreement or any other Loan Documents of the Forbearance Agreement, at law or otherwisein equity.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, each Credit Party and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent Credit Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement held by such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender Credit Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Credit Party and the Lenders its Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Credit Party and the Lenders its Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations Obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any Agent or any each Subsidiary Guarantor hereby irrevocably authorizes each Lender may, and is hereby authorized to, at any time and from time to time, time without notice to such Subsidiary Guarantor or any Loan Party (other Subsidiary Guarantor, any such notice being expressly waived by the Loan Parties) and each Subsidiary Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of such Subsidiary Guarantor, or any Loan Party part thereof in such amounts as such Lender may elect, against any and all obligations on account of the obligations and liabilities of such Subsidiary Guarantor to such Lender hereunder and claims of every nature and description of such Lender against such Subsidiary Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the other Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such the Administrative Agent or such any Lender shall have has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party Subsidiary Guarantor promptly after of any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any Agent the Guarantor hereby irrevocably authorizes the Issuing Lender or any Lender may, and is hereby authorized to, L/C Participant at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C Participant to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Issuing Lender or such L/C Participant may elect, against any and all obligations on account of the obligations and liabilities of the Guarantor to the Issuing Lender or such L/C Participant hereunder and claims of every nature and description of the Issuing Lender or such L/C Participant against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the other Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such Agent the Administrative Agent, the Issuing Lender or such Lender shall have any L/C Participant has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting . The Issuing Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees L/C Participant agree to notify such Loan Party the Guarantor promptly after of any such set-off and the application made by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C Participant, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Issuing Lender and the Lenders each L/C Participant under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents Issuing Lender and the Lenders such L/C Participant may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, the LC Issuing Banks, and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable law and subject to exceptions of mandatory law in the country of incorporation of each Borrower, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing owing, by such Agent or such Lender or any of their respective Affiliates such Affiliate, to or for the credit or the account of the Company or any other Loan Party against any and all of the obligations of the Company or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or its Affiliates, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Company or such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Company and the Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon Subject to the occurrence further terms and during conditions set forth in Section 11.09 of the continuance of any Credit Agreement, if an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach of the Lenders and the L/C Issuer, and each of their respective Affiliates, is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party such Guarantor against any and all obligations of the Loan Parties either now Guaranteed Obligations owing to such Lender or hereafter existing under any Loan DocumentL/C Issuer, irrespective of whether or not such Agent Lender or such Lender L/C Issuer shall have made any demand hereunder under this Guaranty or thereunder any other Loan Document and although such obligations Guaranteed Obligations may be contingent or unmatured; provided that in unmatured or are owed to a branch or office of such Lender or L/C Issuer different from the event that any Defaulting Lender shall exercise any branch or office holding such right deposit or obligated on such indebtedness. Each of set-off, the Lenders and the L/C Issuer agrees (aby its acceptance hereof) all amounts so set off shall be paid over immediately promptly to notify such Guarantor and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that L/C Issuer; provided, however, that, the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender and the Lenders L/C Issuer their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that such Lender, the Agents and the Lenders L/C Issuer or their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault with respect to such Borrower, any Agent or any Lender may, each Bank and each Issuing Bank and their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party such Borrower (any such notice being expressly waived by the Loan Partieseach Borrower) and to the fullest extent permitted by law, set to 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 indebtedness at any time owing by such Agent or Bank, such Lender Issuing Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party such Borrower against any and all obligations of the Loan Parties either such Borrower’s Obligations now or hereafter existing under any Loan Document, this Agreement irrespective of whether or not such Agent or such Lender Bank shall have made any demand hereunder under this Agreement or thereunder under any of the other Transaction Documents and although such obligations may be contingent or unmaturedunmatured or are owed to a branch or office of such Bank or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender Bank shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.21 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, the Issuing Banks and the LendersBanks (including the Swingline Bank), and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank as to which it exercised such right of set-offsetoff. Each Agent and each Lender Bank agrees to promptly notify such Loan Party promptly the applicable Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided Bank, provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders Banks under this Section 12.05 9.02 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Banks may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default, any Agent without prior notice to the Borrower or any Lender mayGuarantor, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) Borrower and each Guarantor to the fullest 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 and any Guarantor at any time held and or other Indebtedness obligations at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Borrower or any Loan Party Guarantor against any and all obligations of the Loan Parties either now or hereafter existing under any Loan DocumentObligations held by such Xxxxxx, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Lender agrees promptly to notify the Administrative Agent and each Lender agrees to notify such Loan Party promptly the Borrower after any such set-off and any application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition Each Lender agrees to apply all amounts collected from any such set-off to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or Obligations before applying such amounts to any other Loan Documents Indebtedness or other obligations owed by the Borrower and any of law or otherwiseits Subsidiaries to such Lender.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender mayeach Lender, each LC Issuer and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, upon prior notice to the Agent (provided that, the failure to provide such notice shall not affect the validity of such set off), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Lender, such LC Issuer or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under the Loan Documents and any Loan DocumentNote held by such Lender or such LC Issuer, irrespective of whether or not such Agent Lender or such Lender LC Issuer shall have made any demand hereunder under this Agreement or thereunder such Note and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.18(f) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Agent, the LC Issuers and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations indebtedness owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent Lender and each Lender LC Issuer agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender, each LC Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Lender, such LC Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of At any time when an Event of DefaultDefault exists, any Agent or any upon the written consent of the Administrative Agent, each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable Requirements of Law, set 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 (in any currency) at any time owing by the Administrative Agent, such Agent Issuing Bank or such Lender or any Affiliate (including by branches and agencies of their respective Affiliates the Administrative Agent, such Issuing Bank or such Lender, wherever located) to or for the credit or the account of any Borrower or any Loan Party against any of and all obligations of the Loan Parties either now Secured Obligations held by the Administrative Agent, such Issuing Bank or hereafter existing under any Loan Documentsuch Lender or Affiliate, irrespective of whether or not the Administrative Agent, such Agent Issuing Bank or such Lender or Affiliate shall have made any demand hereunder or thereunder under the Loan Documents and although such obligations may be contingent or unmatured; provided that in unmatured or are owed to a branch or office of such Lender or Issuing Bank different than the event that any Defaulting Lender branch or office holding such deposit or obligation on such Indebtedness. Any applicable Lender, Issuing Bank or Affiliate shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to promptly notify the Borrower Representative and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or application; provided, that any of their respective Affiliates provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off and applicationor application under this Section 9.09. The rights of each Lender, each Issuing Bank, the Agents Administrative Agent and the Lenders each Affiliate under this Section 12.05 9.09 are in addition to the other rights and remedies (including other rights of set-off) which such Lender, such Issuing Bank, the Agents and the Lenders Administrative Agent or such Affiliate may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness obligations at any time owing by such Agent or such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any Loan Documentother Credit Document held by such Lender or their respective Affiliates, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder any other Credit Document and although such obligations may be contingent contingent, unmatured or unmaturedare owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Fronting Bank, the Swingline Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Fronting Bank, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender, the Fronting Bank or the Swingline Lender, irrespective of whether or not such Agent Lender, the Fronting Bank or such the Swingline Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrower may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender, the Fronting Bank or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Fronting Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Fronting Bank, the Swingline Lender shall exercise any such right of set-offor their respective Affiliates may have. Each Lender, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Fronting Bank and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized, in addition to any Agent other right or remedy that any Lender may, and is hereby authorized tomay have by operation of law or otherwise, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan Parties) and Borrower), to the fullest extent permitted by law, set off exercise its banker’s lien or right of setoff 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement and any Loan DocumentNote held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Paying Agent for further application in accordance with the provisions of Section 4.04 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Paying Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Paying Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-offsetoff) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any the Administrative Agent, the Issuing Lender, each Lender may, and each Affiliate of a Lender is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or the Administrative Agent, the Issuing Lender, such Lender or any such Affiliate of their respective Affiliates a Lender to or for the credit or the account of any Loan Party a Borrower against any and all of the obligations of the Loan Parties either such Borrower or any other Borrower now or hereafter existing under any this Agreement, the Notes held by the Administrative Agent, the Issuing Lender or such Lender, and the other Loan DocumentDocuments, irrespective of whether or not the Administrative Agent, the Issuing Lender, such Agent Lender or such Affiliate of a Lender shall have made any demand hereunder under this Agreement, such Notes, or thereunder such other Loan Documents, and although such obligations may be contingent or unmatured; provided that in . The Administrative Agent, the event that any Defaulting Issuing Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender (for itself and its Affiliates) agrees to promptly notify such Loan Party promptly the Borrower Representative after any such set-off and application made by the Administrative Agent, the Issuing Lender, such Agent Lender, or such Affiliate of a Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, the Issuing Lender, each Lender and the Lenders each Affiliate of Lender under this Section 12.05 7.04 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents and Administrative Agent, the Lenders Issuing Lender, such Lender or such Affiliate may have under this Agreement the other Loans Documents or under any other Loan Documents of law or otherwiseapplicable Legal Requirement.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Revolving Lender and each Affiliate of any Agent or any Lender may, and of them is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Parent or any Loan Party Borrower against any and all obligations of the Loan Parties either Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although even though such obligations Obligations may be contingent unmatured. Each Lender agrees promptly to notify the Parent or unmaturedsuch Borrower after any such set-off and application made by such Lender or its respective Affiliates; provided provided, however, that in the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Revolving Administrative Agent for further application in accordance with the provisions of Section 4.04 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Revolving Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Revolving Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 11.6 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender is hereby authorized, in addition to any Agent other right or remedy that any Lender may, and is hereby authorized tomay have by operation of law or otherwise, at any time and from time to time, without notice to any Loan Party the Borrower (any such notice being expressly waived by the Loan Parties) and Borrower), to the fullest extent permitted by law, set off exercise its banker’s lien or right of setoff 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any of and all the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement and any Loan DocumentNote held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-offsetoff) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise. . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Right of Set-off. Upon the occurrence and during the continuance of any (a) If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender may, and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any Loan Documentother Credit Document to Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any other Credit Document and although such obligations of Borrower may be contingent or unmatured; provided unmatured or are owed to a branch or office of Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from or its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offAffiliates may have. Each Agent and each Lender agrees to notify such Loan Party Borrower promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The . (b) Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of setoff and counterclaim with respect to such participation as fully as if such lender were a direct creditor of Borrower in the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights amount of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwisesuch participation.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Administrative Agent or any and each Lender may, and is hereby authorized to, at any time and from time to time-to-time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Administrative Agent or any such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, the Notes held by such Lender, and the other Credit Documents, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder under this Agreement, any Note, or thereunder such other Credit Documents, and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each The Administrative Agent and each Lender agrees to promptly notify such Loan Party promptly the Borrower after any such set-off and application made by such the Administrative Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such the notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders under this Section 12.05 are in addition to the any other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Administrative Agent or the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.have

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 9.3(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 13.13 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, each Credit Party and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent Credit Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement held by such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender Credit Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-set- off and application. The rights of the Agents each Credit Party and the Lenders its Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Credit Party and the Lenders its Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender may, each of the Lenders and Issuing Banks is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent Lender or such Lender or any of their respective Affiliates Issuing Bank to or for the credit or the account of any Loan Party or any Subsidiary against any of and all the obligations of the any Loan Parties either Party or any Subsidiary now or hereafter existing under this Agreement or any other Loan DocumentDocument held by such Lender or such Issuing Bank, irrespective of whether or not such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder under this Agreement or thereunder such other Loan Document and although such the obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents each Lender and the Lenders each Issuing Bank under this Section 12.05 9.06 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender or such Issuing Bank may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon The Borrower hereby irrevocably authorizes the occurrence Administrative Agent, each Lender and during the continuance each of any Event of Default, any Agent or any Lender may, and is hereby authorized to, their respective Affiliates at any time and from time to time, time without notice to the Borrower or any other Loan Party (Party, any such notice being expressly waived by the Loan Parties) and Borrower to the fullest extent permitted by applicable law, set upon the occurrence and during the continuance of an Event of Default under subsection 9(a) so long as any amount remains unpaid after it becomes due and payable by the Borrower or any other Loan Party under this Agreement or any other Loan Document, to set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, such Agent or such other Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower, or any Loan Party against any and all obligations of part thereof in such amounts as the Loan Parties either now or hereafter existing under any Loan DocumentAdministrative Agent, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right Affiliate may elect. The Administrative Agent, each Lender and each of set-off, (a) all amounts so set off their respective Affiliates shall be paid over immediately to notify the Borrower and the Administrative Agent for further application in accordance with the provisions promptly of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent or the Administrative Agent, such Lender or any such Affiliate of their respective Affiliates the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, each Lender and the Lenders each of their respective Affiliates under this Section 12.05 subsection 11.10 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders may have under this Agreement Administrative Agent, such Lender or any other Loan Documents of law or otherwisesuch Affiliate may have.

Right of Set-off. Upon the occurrence and during During the continuance of any Event of Default, any Agent or any each Obligor hereby irrevocably authorizes each Lender may, and is hereby authorized to, at any time and from time to time, time without prior notice to any Loan Party (such Obligor, any such notice being expressly waived by the Loan Parties) each Obligor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) , but excluding deposits held by such Obligor as a fiduciary for others), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of such Obligor, or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of such Obligor to such Lender hereunder and claims of every nature and description of such Lender against such Obligor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any Loan Party against any and all obligations of the Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such the Administrative Agent or such any Lender shall have has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting . Such Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to notify the relevant Obligor and the Administrative Agent for further application in accordance with the provisions promptly of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 subsection are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing (or the Required Lenders shall have demanded payment of the Obligations), any Agent or any each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing owing, by such Agent or such Lender or any of their respective Affiliates such Affiliate, to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Agent or Document to such Lender shall have made any demand hereunder or thereunder and its Affiliates, although such obligations of the Borrower may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Agent and each Lender agrees to notify such Loan Party the Borrower and Administrative Agent promptly after any such set-off and application made by and share such Agent or such Lender or any of their respective Affiliates set-off pursuant to Section 2.16(d); provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (the Administrative Agent and the Collateral Agent, in respect of any Agent or any Lender mayunpaid fees, costs and expenses payable hereunder) is hereby authorized to, at any time and from time to time, without prior notice to any Loan Party (the Company and Borrower, any such notice being expressly waived by the Company and Borrower (on its own behalf and on behalf of each Loan PartiesParty and each of its subsidiaries) and to the fullest extent permitted by lawapplicable Law, set off to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by by, such Lender and its Affiliates, the Administrative Agent or such Lender or any of their respective Affiliates the Collateral Agent to or for the credit or the account of any the respective Loan Party Parties and their subsidiaries against any and all obligations of Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Parties either Document, now or hereafter existing under any Loan Documentexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any demand hereunder or thereunder other Loan Document and although such obligations Obligations may be contingent or unmatured; provided unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or Indebtedness. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately agrees promptly to notify Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents Administrative Agent, the Collateral Agent and the Lenders each Lender under this Section 12.05 10.06 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents Administrative Agent, the Collateral Agent and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender Party or any of their respective Affiliates such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender Party, irrespective of whether or not such Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations may be contingent of such Borrower or unmaturedsuch Loan Party are owed to a branch or office of such Lender Party different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the LendersLender Parties, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Party or their respective Affiliates may have. Each Agent and each Lender Party agrees to notify such Loan Party the applicable Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender Lender, the Issuing Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of the such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the Issuing Bank, irrespective of whether or not such Agent Lender or such Lender the Issuing Bank shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Issuing Bank or their respective Affiliates may have. Each Lender shall exercise any such right of set-off, and the Issuing Bank agrees (a) all amounts so set off shall be paid over immediately to notify the Parent and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such setoff and application and (b) that payments received by means of set-off and application. The rights of the Agents and the Lenders under pursuant to this Section 12.05 are in addition subject to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseSection 2.12.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes or Advances due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, and each Bank is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates Bank to or for the credit or the account of any Loan Party the Company or the applicable Borrowing Subsidiary against any and all of the obligations of the Loan Parties either Company or the applicable Borrowing Subsidiary now or hereafter existing under this Agreement, the Notes held by such Bank, and any Loan DocumentLetter of Credit Reimbursement Agreement to which such Bank is a party, irrespective of whether or not such Agent or such Lender Bank shall have made any demand hereunder under this Agreement, any such Note or thereunder such Letter of Credit Reimbursement Agreement and although such obligations may be contingent or unmaturedunmatured (other than as provided in clause (b) above); provided that in the event that any Defaulting Lender Bank shall exercise any such right of set-off, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.24 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Agents Agent and the LendersBanks, and (by) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Bank as to which it exercised such right of set-off. Each Agent and each Lender Bank agrees promptly to notify such Loan Party promptly the Company after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Bank under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Bank may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Participant and each Affiliate of any Agent or any Lender may, and of them is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender Participant or any of their respective Affiliates to or for the credit or the account of the Parent or any Loan Party Applicant against any and all obligations of the Loan Parties either Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender Participant shall have made any demand hereunder under this Agreement or thereunder any other Credit Document and although even though such obligations Obligations may be contingent unmatured. Each Participant agrees promptly to notify the Parent or unmaturedsuch Applicant after any such set-off and application made by such Participant or its respective Affiliates; provided provided, however, that in the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Lender Participant shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.23 and, pending such payment, shall be segregated by such Defaulting Lender Participant from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the LendersParticipants, and (by) the Defaulting Lender Participant shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Participant as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Participant under this Section 12.05 11.6 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Participant may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party (and in the case of a set-off by a Lender, the Administrative Agent) promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of Borrower may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting L/C Issuer or their respective Affiliates may have. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender L/C Issuer agrees to notify such Loan Party Borrower and Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights Notwithstanding the provisions of the Agents and the Lenders under this Section 12.05 are in addition to 10.8, if at any time any Lender, the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement L/C Issuer or any other Loan Documents of law their respective Affiliates maintains one or otherwisemore deposit accounts for Borrower into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Swinghne Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Borrower or any other Credit Party against any and all of the obligations of the Loan Parties either such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the Swingline Lender, irrespective of whether or not such Agent Lender or such the Swingline Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Swingline Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting or their respective Affiliates may have. Each Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party the Company and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Administrative Agent or and any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party Company (any such notice being expressly waived by the Loan Partieseach Company) and to the fullest extent permitted by law, 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 Administrative Agent or such any Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party Borrower or Holdings against any and all obligations of the Loan Parties either Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such the Administrative Agent or such any Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in . FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 74 81 The Administrative Agent or any Lender exercising the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrowers, after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application, provided, however, that the failure to give such notice shall not affect the validity of such set-off and applicationapplication or otherwise subject the Administrative Agent or the Lenders to liability of any kind or nature whatsoever. The rights of the Agents Administrative Agent and the Lenders any Lender under this Section 12.05 10.06 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents Administrative Agent and the Lenders any Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided Affiliates; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 11.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-set- off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Issuing Bank, the Swingline Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Issuing Bank, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan other Credit Party against any and all of the obligations of the Loan Parties either Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender, the Issuing Bank or the Swingline Lender, irrespective of whether or not such Agent Lender, the Issuing Bank or such the Swingline Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document. The rights of each Lender, the Issuing Bank, the Swingline Lender and although their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such obligations Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates may be contingent or unmatured; provided that in have. Each Lender, the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Issuing Bank and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default, any Agent without prior notice to the Borrower or any Lender mayGuarantor, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) Borrower and each Guarantor to the fullest 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 and any Guarantor at any time held and or other Indebtedness obligations at any time owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Borrower or any Loan Party Guarantor against any and all obligations of the Loan Parties either now or hereafter existing under any Loan DocumentObligations held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Lender agrees promptly to notify the Administrative Agent and each Lender agrees to notify such Loan Party promptly the Borrower after any such set-off and any application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition Each Lender agrees to apply all amounts collected from any such set-off to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or Obligations before applying such amounts to any other Loan Documents Indebtedness or other obligations owed by the Borrower and any of law or otherwiseits Subsidiaries to such Lender.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or Lender, such Lender L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or such L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender, each L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Lender, such L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault has occurred and is continuing, any Agent or any Lender may, each of the Banks and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice time to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 Agent or such Lender Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan DocumentCredit Document to such Bank, irrespective of whether or not such Agent or such Lender shall have Bank has made any demand hereunder or thereunder under any Credit Document and although such obligations of the Borrower may be contingent or unmatured, are owed to a branch or office of such Bank different from the branch or office holding such deposit or obligated on such indebtedness, or are owed to such Bank and not to the Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender Bank or its Affiliate shall exercise any such right of set-off, (ai) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.12 and, pending such payment, shall be segregated by such Defaulting Lender Bank or its Affiliate from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the LendersBanks, and (bii) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank or its Affiliate as to which it exercised such right of set-off. The rights of each of the Banks and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the Banks or their respective Affiliates may have. Each Bank may notify the Borrower and the Administrative Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that application, but the failure to give such notice shall not affect the validity of such set-off and application. The If any Affiliate of a Bank exercises any rights of the Agents and the Lenders under this Section, it shall share the benefit received in accordance with Section 12.05 are in addition to 5.8 as if the other rights and remedies (including other rights benefit had been received by the Bank of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseit is an Affiliate.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, any the Certificate Holders, Indenture Trustee, Collateral Agent or any Lender may, and each Securityholder is hereby authorized to, at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the Lessor, the Guarantors or to any Loan Party (other Person, any such notice being hereby expressly waived by the Loan Parties) waived, to set off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held and other Indebtedness at any time held or owing by such the Certificate Holders, Indenture Trustee, Collateral Agent or such Lender Securityholder (including, without limitation, by branches and agencies of the Certificate Holders, Indenture Trustee, Collateral Agent or any of their respective Affiliates such Securityholder wherever located) to or for the credit or the account of the Guarantors against and on account of the obligations and liabilities of the Guarantors hereunder or under any Loan Party against any of the other Operative Agreements, and all obligations other claims of the Loan Parties either now any nature or hereafter existing under description arising out of or connected with this Guarantee or any Loan Documentother Operative Agreement, irrespective of whether or not such the Certificate Holders, Indenture Trustee, Collateral Agent or such Lender Securityholder shall have made any demand hereunder or thereunder and although such obligations may said obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off. The Certificate Holders, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 andIndenture Trustee, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Collateral Agent and each Lender agrees to Securityholder shall notify such Loan Party Guarantor promptly after of any such set-off and the application made by such Agent the Certificate Holders, Indenture Trustee or such Lender or any of their respective Affiliates provided Securityholder; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Liquidity Lender and each Affiliate of any Agent or any Lender may, and of them is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Parent or any Loan Party Borrower against any and all obligations of the Loan Parties either Obligations now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although even though such obligations Obligations may be contingent unmatured. Each Lender agrees promptly to notify the Parent or unmaturedsuch Borrower after any such set-off and application made by such Lender or its respective Affiliates; provided provided, however, that in the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Revolving and LC Administrative Agent for further application in accordance with the provisions of Section 4.04 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Revolving and LC Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Revolving and LC Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and applicationsetoff. The rights of the Agents and the Lenders each Lender under this Section 12.05 11.6 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds 146 and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-set- off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Term Loans due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application to the Borrower’s obligations hereunder as provided in accordance with the provisions of Section 4.04 2.17(a) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (the Administrative Agent and the Collateral Agent, in respect of any Agent or any Lender mayunpaid fees, costs and expenses payable hereunder) is hereby authorized to, at any time and from time to time, without prior notice to any Loan Party (the Company and Borrower, any such notice being expressly waived by the Company and Borrower (on its own behalf and on behalf of each Loan PartiesParty and each of its subsidiaries) and to the fullest extent permitted by lawapplicable Law, set off to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by by, such Lender and its Affiliates, the Administrative Agent or such Lender or any of their respective Affiliates the Collateral Agent to or for the credit or the account of any the respective Loan Party Parties and their subsidiaries against any and all obligations of Loan Party Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Parties either Document, now or hereafter existing under any Loan Documentexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any demand hereunder or thereunder other Loan Document and although such obligations Loan Party Obligations may be contingent or unmatured; provided unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or Indebtedness. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately agrees promptly to notify Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents Administrative Agent, the Collateral Agent and the Lenders each Lender under this Section 12.05 10.06 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents Administrative Agent, the Collateral Agent and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, any Agent or any each Lender may, Party and each of its respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note or Notes held by such Lender Party, irrespective of whether or not such Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting . Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide Party agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender Party and the Lenders its respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Lender Party and its respective Affiliates may have. Notwithstanding anything in the Agents foregoing to the contrary, no Lender Party shall exercise any right of set-off against any Loan Party with respect to the Borrower's Obligations under the Loan Documents without the prior written consent of the Administrative Agent if the exercise of such right could limit or adversely affect the remedies available to the Lender Parties or restrict the order of the exercise of such remedies under any law applicable to the parties or to the exercise of any such remedies. If any Lender Party shall receive any payment or proceeds from any Loan Party in respect of the Obligations, such Person shall immediately pay such amounts to the Administrative Agent for distribution to the other Lender Parties in accordance with this Agreement and the Lenders may have under this Agreement or any other Loan Documents Documents. In the event that any such Lender Party improperly exercises any right of law set off in violation of the terms of this Agreement, then such Person shall indemnify, defend and hold harmless the Administrative Agent and each of the other Persons among the Lender Parties from any loss or otherwiseinjury that may result from such Person's exercise of its right of set off.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any each Lender, the Fronting Bank, the Swingline Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender, the Fronting Bank, the Swingline Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party such Guarantor against any and all of the obligations of the Loan Parties either such Guarantor now or hereafter existing under this Guaranty or any other Loan DocumentDocument to such Lender, the Fronting Bank or the Swingline Lender, irrespective of whether or not such Agent Lender, the Fronting Bank or such the Swingline Lender shall have made any demand hereunder under this Guaranty or thereunder any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender, the Fronting Bank or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Fronting Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Fronting Bank, the Swingline Lender shall exercise any such right of set-offor their respective Affiliates may have. Each Lender, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Fronting Bank and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Swingline Lender agrees to notify such Loan Party Guarantor and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the issuance of an Acceleration Notice, any the Refinancing Lender Agent or any and each Refinancing Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) ), other than the Pledged Accounts and the Controlled Accounts, at any time held and other Indebtedness indebtedness at any time owing by the Refinancing Lender Agent, such Agent Refinancing Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthe Financing Documents, irrespective of whether or not such the Refinancing Lender Agent or such Refinancing Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting . The Refinancing Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Refinancing Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Refinancing Lender Agent and the Lenders each Refinancing Lender Party and their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which that the Agents Refinancing Lender Agent, such Refinancing Lender Party and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.1 to authorize the Agent to declare all amounts owing hereunder due and payable pursuant to the provisions of Section 6.1, any Agent or any each Lender may, and each of its Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Document, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder or thereunder under such Loan Document and although such obligations may be unmatured or contingent or unmaturedare owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.5 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the Agents and obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have under this Agreement against the Agent or any Lender for the Agent’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent or any other Loan Documents Lender; provided, further, that the Agent shall not be liable for the conduct of law any Lender; provided, however that none of the Agent or otherwiseany Lender shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages (as opposed to direct or actual damages) suffered by the Borrower.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any the Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such the Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each The Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such the Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Agent and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents Agent and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender Lender, the Issuing Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the Issuing Bank, irrespective of whether or not such Agent Lender or such Lender the Issuing Bank shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrower may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that any Defaulting Issuing Bank or their respective Affiliates may have. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately and the Issuing Bank agrees to notify the Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.CREDIT AGREEMENT

Right of Set-off. Upon both the occurrence and during the continuance of any Event of DefaultDefault and the acceleration of the obligations owing in connection with this Agreement, any the Administrative Agent or any and each Lender may, and is are hereby irrevocably authorized to, by the Parent Borrower at any time and from time to time, time without notice to any Loan Party (the Parent Borrower, any such notice being expressly hereby waived by the Loan Parties) and Parent Borrower to the fullest extent permitted by applicable law, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such the Administrative Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Parent Borrower, or any Loan Party against any and all obligations of part thereof in such amounts as the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Administrative Agent or such Lender shall have may elect, on account of the liabilities of the Parent Borrower hereunder to the Administrative Agent or such Lender, in any currency, whether arising hereunder or any other Loan Document, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand hereunder or thereunder for payment and although such obligations liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the . The Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to shall notify such Loan Party the Parent Borrower promptly after of any such set-off made by it and the application made by such Agent or such Lender or any it of their respective Affiliates the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender under this Section 12.05 subsection are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon Upon: (i) the occurrence and during filing of a petition under any of the continuance provisions of the Bankruptcy Code or amendments thereto, by or against; (ii) the making of an assignment for the benefit of creditors by; (iii) the application for the appointment, or the appointment, of any Event receiver of, or of Defaultany substantial portion of the property of; (iv) the issuance of any execution against any substantial portion of the property of; (v) the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any Agent substantial portion of the property of; or (vi) the issuance of a warrant of attachment against any substantial portion of the property of: the Borrower, each Guarantor hereby irrevocably authorizes each Lender may, and is hereby authorized to, at any time and from time to time, time without notice to such Guarantor or any Loan Party (other guarantor, any such notice being expressly waived by the Loan Parties) and each Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender or any of their respective Affiliates to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as such Lender may elect, against any and all obligations on account of the Loan Parties either now obligations and liabilities of such Guarantor to such Lender hereunder or hereafter existing under any Loan Documentthe Credit Agreement, irrespective of the Notes, or the other Credit Documents, as such Lender may elect, whether or not such the Administrative Agent or such any Lender shall have has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party Guarantor promptly after of any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence The Administrative Agent and during the continuance of any Event of Default, any Agent or any each Lender may, and is hereby irrevocably authorized to, at any time and from time to time, time after the occurrence of an Event of Default without notice to any Loan Party (Guarantor, any such notice being expressly waived by the Loan Parties) Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such the Administrative Agent or such Lender or any of their respective Affiliates to or for the credit or the account of Guarantor, or any Loan Party against any and all obligations of part thereof in such amounts as the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Administrative Agent or such Lender shall have may elect, against or on account of the obligations and liabilities of Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the . The Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to shall notify such Loan Party the Guarantor promptly after of any such set-off and the application made by such the Administrative Agent or such Lender or any Lender, as the case may be, of their respective Affiliates the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.17(c) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any Agent the Guarantor hereby irrevocably authorizes the Issuing Lender or any Lender may, and is hereby authorized to, L/C Participant at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C 117 Participant to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Issuing Lender or such L/C Participant may elect, against any and all obligations on account of the obligations and liabilities of the Guarantor to the Issuing Lender or such L/C Participant hereunder and claims of every nature and description of the Issuing Lender or such L/C Participant against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the other Loan Parties either now Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Lender may elect, whether or not such Agent the Administrative Agent, the Issuing Lender or such Lender shall have any L/C Participant has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Issuing Lender and each L/C Participant agree to notify the event that any Defaulting Lender shall exercise Guarantor promptly of any such right of set-off, (a) all amounts so set set- off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent the Issuing Lender or such Lender or any of their respective Affiliates L/C Participant, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Issuing Lender and the Lenders each L/C Participant under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents Issuing Lender and the Lenders such L/C Participant may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by after obtaining the Loan Parties) and prior written consent of the Administrative Agent, to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or Lender and such Lender or any of their respective Affiliates L/C Issuer to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or such L/C Issuer, irrespective of whether or not such Agent Lender or such Lender L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise unmatured or are owed to a branch or office of such Lender, such L/C Issuer or any such right Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, each L/C Issuer or their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender and such L/C Issuer may have. Each Lender, (a) all amounts so set off shall be paid over immediately each L/C Issuer or their respective Affiliates agrees to notify the applicable Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault hereunder or under any Facility Document or failure by Borrower or Guarantor to timely perform any of its or their Obligations as set forth herein or in the Loan Agreement, any Agent or any the Lender may, and is hereby irrevocably authorized to, at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly hereby waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such the Lender or any of their respective Affiliates Affiliate thereof to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations part thereof in such amounts as the Lender may elect, on account of the liabilities of the Guarantor hereunder and claims of every nature and description of the Lender against the Guarantor, in any currency, whether arising hereunder, under the Loan Parties either now Agreement or hereafter existing under any Loan Documentotherwise, irrespective of as the Lender may elect, whether or not such Agent or such the Lender shall have has made any demand hereunder or thereunder for payment and although such obligations liabilities and claims may be contingent or unmatured; provided that in . Lender may set off cash, the event that proceeds of the liquidation of any Defaulting of the Collateral and all other sums or obligations owed by Lender or its Affiliates to any Borrower Party against all of each Borrower Party’s obligations to Lender or its Affiliates, whether under this Guaranty or under any other agreement between the parties or between any Borrower Party and any Affiliate of the Lender, or otherwise, whether or not such obligations are then due, without prejudice to Lender’s or its Affiliate’s right to recover any deficiency. The Lender shall exercise any such right notify the Guarantor of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates the Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders Lender under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Lender may have. Upon an Event of Default in the Lenders may performance of any obligations hereunder or under the Facility Documents, the Lender shall have the right to cause liquidation, termination or acceleration to the extent of any assets pledged by the Guarantor to secure its obligations hereunder or under this Agreement or any other Loan Documents of law or otherwiseagreement to which this Section 3 applies.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with to pay the provisions amount of Section 4.04 Advances and interest thereon then due and payable to the Lenders on a pro rata basis and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon and after the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized toby each Obligor, at any time and from time to time, to the fullest extent permitted by Applicable Laws, and without advance notice to any Loan Party Obligor (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawObligor), 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 indebtedness at any time owing by such Agent or such Lender or any of their respective Affiliates to to, or for the credit or the account of any Loan Party of, Obligor against any or all of the Convertible Loan and all Obligations and other liabilities and obligations of the Loan Parties either Obligor now or hereafter existing under any Loan Document, irrespective of whether or not such Agent obligations have matured and irrespective of whether Lender has exercised any other rights that it has or may have with respect to such Lender shall have made Convertible Loan and Obligations and other liabilities and obligations, including, without limitation, any demand hereunder or thereunder and although such obligations acceleration rights. The aforesaid right of set-off may be contingent exercised by Lender against each Obligor or unmatured; provided against any trustee in bankruptcy, debtor in possession, assignee for the benefit of the creditors, receiver, or execution, judgment or attachment creditor of Obligor, notwithstanding the fact that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately not have been exercised by Lender prior to the Administrative Agent for further application in accordance with the provisions making, filing or issuance, or service upon Lender of, or of Section 4.04 andnotice of, pending any such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust petition; assignment for the benefit of creditors; appointment or application for the Agents and the Lendersappointment of a receiver; or issuance of execution, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsubpoena, order or warrant. Each Agent and each Lender agrees to notify such Loan Party promptly Obligor after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders Lender under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-offsetoff) which the Agents and the Lenders Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any the Administrative Agent, the Collateral Agent, each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable Legal Requirement, 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 Agent or the Administrative Agent, the Collateral Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of the any Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument and owing to the Administrative Agent, such Lender, the Collateral Agent or such Affiliate, irrespective of whether or not the Administrative Agent, such Lender, the Collateral Agent or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of any Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of the Administrative Agent, such Lender, the Collateral Agent or such Affiliate different from the branch or office holding such deposit or obligated on such obligations; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, the Collateral Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each of the Lender Parties agrees to notify such Loan Party the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents Administrative Agent, each Lender, the Collateral Agent and the Lenders their respective Affiliates under this Section 12.05 7.04 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents and Administrative Agent, such Lender, the Lenders Collateral Agent or their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any subject to Section 13.4 of the Credit Agreement, the Administrative Agent or any and each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party Pledgor (any such notice being expressly waived by the Loan Parties) and each Pledgor), to the fullest extent permitted by law, set off setoff and apply any and all deposits (general or special, time or demand, provisional or final) , in whatever currency), other than deposits in Blackbaud Payment Services Accounts, at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing by such Agent Lender or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of such Pledgor or any Loan CHAR2\0000000x0 other Credit Party against any and all obligations of the Loan Parties either such Pledgor or such other Credit Party now or hereafter existing under the Credit Agreement or any other Loan DocumentDocument to such Lender or such Affiliate, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand hereunder under the Credit Agreement or thereunder any other Loan Document and although such obligations of the Pledgor or such Credit Party may be contingent or unmatured; provided that in unmatured or are owed to a branch or office of such Lender different from the event that any Defaulting Lender shall exercise any branch or office holding such right deposit or obligated on such indebtedness. The rights of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the LendersSecured Parties and their respective Affiliates under this Section are in addition to other rights and remedies (including, and (bwithout limitation, other rights of setoff) the Defaulting Lender shall provide promptly to that the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or Lender, such Lender L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or such L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent 91839933_4 and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender, each L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Lender, such L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Credit Agreement, any the Administrative Agent, each Lender and each Co-Agent or any Lender may, and is are hereby irrevocably authorized to, at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly hereby waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or the Administrative Agent, such Lender or any of their respective Affiliates such Co-Agent to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations part thereof in such amounts as the Administrative Agent, such Lender or such Co-Agent may elect, on account of the Loan Parties either now liabilities of the Guarantor hereunder and claims of every nature and description of the Administrative Agent, such Lender or hereafter existing such Co-Agent against the Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the Notes, any Letter of Credit or otherwise under any Loan other Credit Document, irrespective of as the Administrative Agent, such Lender or such Co-Agent may elect, whether or not the Administrative Agent, such Agent Lender or such Lender shall have Co-Agent has made any demand hereunder or thereunder for payment and although such obligations liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting . The Administrative Agent, each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to Co-Agent shall notify such Loan Party the Guarantor promptly after of any such set-off made by it and the application made by such Agent or such Lender or any it of their respective Affiliates provided the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, each Lender and the Lenders each Co-Agent under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders Administrative Agent, such Lender or such Co-Agent may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any Agent or any Lender may, and each Bank is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates Bank to or for the credit or the account of any Loan Party a Borrower against any and all of the obligations of the Loan Parties either such Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note held by such Bank, irrespective of whether or not such Agent or such Lender Bank shall have made any demand hereunder under this Agreement or thereunder such Note and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of set-offsetoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.20 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, and the Lenders, Banks and (by) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender Bank agrees promptly to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Bank under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders such Bank may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of DefaultDefault and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Term Loans due and payable pursuant to the provisions of Section 6.02, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender or any of their respective Affiliates Lender, as applicable, to or for the credit or the account of any Loan Party the Borrower against any and all of the obligations of the Loan Parties either Borrower now or hereafter existing under any Loan Documentthis Agreement, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder under this Agreement and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application to the Borrower’s obligations hereunder as provided in accordance with the provisions of Section 4.04 2.17(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Lender under this Section 12.05 8.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, any Agent or any and subject to the limitations set forth in Section 10.09 of the Credit Agreement, each Lender may, and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized to, at any time and from time to time, without prior notice to the Borrower or any Loan Party (other Grantor, any such notice being expressly waived by the Loan PartiesBorrower (on its own behalf and on behalf of each Grantor and its Subsidiaries) and to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by by, such Agent Lender and its Affiliates or such Lender or any of their respective Affiliates L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of any Loan Party the respective Grantors and their Subsidiaries against any and all obligations of the Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Parties either Document, now or hereafter existing under any Loan Documentexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any demand hereunder or thereunder other Loan Document and although such obligations Obligations may be contingent or unmatured; provided unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or Indebtedness. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-set off and application made by such Agent or such Lender or any of their respective Affiliates provided L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents each Lender and the Lenders each L/C Issuer under this Section 12.05 6.08 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents Collateral Agent, such Lender and the Lenders such L/C Issuer may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. (a) Upon the occurrence and during the continuance of any Event of Default, any Agent or any the Administrative Agent, each Lender may, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 or obligations at any time owing by such Agent or the Administrative Agent, such Lender or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party the Borrower or its Affiliates against any and all of the obligations of the Loan Parties either Borrower or its Affiliates now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder or thereunder under any Loan Document and although such obligations may be contingent unmatured or unmaturedare owed to a branch, office or Affiliate of the Administrative Agent or such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a written statement describing in reasonable detail the Obligations obligations of the Borrower under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees to promptly notify such Loan Party the Borrower or its Affiliates, as applicable, and the Administrative Agent in writing and the Administrative Agreement agrees to promptly notify the Borrower or any of their Affiliates, as applicable, after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender and their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Administrative Agent or any Lender and their respective its Affiliates may have. (b) The Borrower hereby authorizes the Administrative Agent, each Lender and any of their respective Affiliates, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with the Administrative Agent or any Lender or any of their respective Affiliates, as applicable, for any amount so due even if such charge causes any such accounts to be overdrawn. Each Lender and the Lenders may have under Administrative Agent is hereby authorized to deliver a copy of this Agreement to any of its Affiliates for the purposes described in this Section 8.06(b). (c) The amount of any deposit or indebtedness that shall be set-off and applied against any and all obligations of the Borrower hereunder or that may be charged against any or all of the Borrower’s accounts with the Administrative Agent or any Lender or any of their respective Affiliates that in each case is not denominated in U.S. Dollars shall be that which, in accordance with normal banking procedures, will be necessary to purchase with such other Loan Documents currency, in New York City, NY, U.S.A., the amount of law or otherwiseU.S. Dollars that the Borrower has so failed to pay when due.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, any Agent or any each Lender may, Party and each of its respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note or Notes held by such Lender Party, irrespective of whether or not such Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting . Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide Party agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender Party and the Lenders its respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Lender Party and its respective Affiliates may have. Notwithstanding anything in the Agents foregoing to the contrary, no Lender Party shall exercise any right of set-off against any Loan Party with respect to the Borrower's Obligations under the Loan Documents without the prior written consent of the Administrative Agent if the exercise of such right could limit or adversely affect the remedies available to the Lender Parties or restrict the order of the exercise of such remedies under any law applicable to the parties or to the exercise of any such remedies. If any Lender Party shall receive any payment or proceeds from any Loan Party in respect of the Obligations, such Person shall immediately pay such amounts to the Administrative Agent for distribution to the other Lender Parties in accordance with this Agreement and the Lenders may have under this Agreement or any other Loan Documents Documents. In the event that any such Lender Party improperly exercises any right of law set-off in violation of the terms of this Agreement, then such Person shall indemnify, defend and hold harmless the Administrative Agent and each of the other Persons among the Lender Parties from any loss or otherwiseinjury that may result from such Person's exercise of its right of set-off.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any the Administrative Agent, each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note or Notes held by such Lender Party, irrespective of whether or not the Administrative Agent, such Agent Lender Party or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided provided, however, that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set any such set-off and application shall be paid over immediately subject to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, 2.11 and (b) the Defaulting each Lender Party shall provide promptly to give the Administrative Agent a statement describing at least two (2) Business Days’ prior written notice of its intent to set off, and each Lender Party shall cooperate with the Administrative Agent in taking any such reasonable detail actions as may be necessary to minimize any adverse effect of Sections 580 and 726 of the Obligations owing to such Defaulting Lender as to which it exercised such right California Code of set-offCivil Procedure. Each The Administrative Agent and each Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, each Lender Party and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Administrative Agent, such Lender Party and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender Lxxxxx agrees to notify such Loan Party (and in the case of a set-off by a Lender, the Administrative Agent) promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, any Agent or any each Lender may, and its Affiliates and each L/C Issuer and its Affiliates is hereby authorized to, at any time and from time to time, without prior notice to any Loan Party (Guarantor, any such notice being expressly waived by the Loan Parties) and each Guaranty Party to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by by, such Agent Lender and its Affiliates or such Lender or any of their respective Affiliates L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of any Loan Party the respective Guaranty Parties and their Subsidiaries against any and all obligations of the Foreign Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Parties either Document, now or hereafter existing under any Loan Documentexisting, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any demand hereunder or thereunder other Loan Document and although such obligations Foreign Obligations may be contingent or unmatured; provided unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or Indebtedness. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately and L/C Issuer agrees promptly to notify the Dutch Subsidiary Borrower and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-set off and application made by such Agent or such Lender or any of their respective Affiliates provided L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents Administrative Agent, each Lender and the Lenders each L/C Issuer under this Section 12.05 5.07 are in addition to the other rights and remedies (including other rights of set-offsetoff) which that the Agents Administrative Agent, such Lender and the Lenders such L/C Issuer may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Party the Guarantor against any obligations and all obligations liabilities of the Loan Parties either now Guarantor to such Lender (and its Affiliates) hereunder, under the Notes, under the other Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Guarantor after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Any Person purchasing a Participation Interest in the Loans and Commitments pursuant to the applicable provisions of the Credit Agreement may exercise all rights of setoff with respect to its Participation Interest as fully as if such Person were a Lender. The rights of the Agents each Lender (and the Lenders its Affiliates) under this Section 12.05 22 are in addition to the (and not in limitation of) any other rights and remedies (including other rights of set-off) which the Agents and the Lenders that such Lender may have under this Agreement or any other Loan Documents of applicable law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent the Guarantor hereby irrevocably authorizes the Buyers or any Lender may, and is hereby authorized to, of their Affiliates at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly waived by the Loan Parties) Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender the Buyers or any of their respective Affiliates to or for the credit or the account of the Guarantor, or any Loan Party part thereof in such amounts as the Buyers may elect, against any and all obligations on account of the Loan Parties either now obligations and liabilities of the Guarantor to the Buyers hereunder (subject to the liability limitation in Section 2(f) of this Guaranty and Section 19(k) of the Master Repurchase Agreement) and claims of every nature and description of the Buyers or hereafter existing any of their Affiliates against the Guarantor, in any currency, whether arising hereunder, under any Loan Documentthe Master Repurchase Agreement as the Buyers may elect, irrespective of whether or not such Agent or such Lender shall the Buyers have made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in . The Buyers shall notify the event that any Defaulting Lender shall exercise any such right Guarantor promptly of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates the Buyers, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Buyers and the Lenders their Affiliates under this Section 12.05 are in addition to the other rights and remedies (including without limitation, other rights of set-off) which the Agents Buyers and their Affiliates may have. Notwithstanding the Lenders may foregoing, in no event will any Buyer have under this Agreement the right to set-off, net, or apply against any Obligations in excess of the Maximum Recourse Amount any property, deposits, credits, indebtedness, claims or other Loan Documents amounts other than pursuant to Section 19(k) of law or otherwisethe Master Repurchase Agreement.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any the Administrative Agent or any and each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the . The Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent and the Lenders each Lender Party and their respective Affiliates under this Section 12.05 9.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding anything in the foregoing to the contrary, no Lender Party shall exercise any right of set-off against any Loan Party with respect to the Borrower's Obligations under the Loan Documents without the prior written consent of the Administrative Agent if the exercise of such right could limit or adversely affect the remedies available to the Lender Parties or restrict the order of the exercise of such remedies under any law applicable to the parties or to the exercise of any such remedies. If any Lender Party shall receive any payment or proceeds from any Loan Party in respect of the Obligations, such Person shall immediately pay such amounts to the Administrative Agent for distribution to the other Lender Parties in accordance with this Agreement and the Lenders may have under this Agreement or any other Loan Documents Documents. In the event that any such Lender Party improperly exercises any right of law set-off in violation of the terms of this Agreement, then such Person shall indemnify, defend and hold harmless the Administrative Agent and each of the other Persons among the Lender Parties from any loss or otherwiseinjury that may result from such Person's exercise of its right of set-off.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party Borrower against any and all of the obligations of the Loan Parties either Borrowers now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrowers after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, the Agents L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Lender, the Agents L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon The EPNHC Administrative Agent and each of the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is EPNHC Lenders are hereby irrevocably authorized to, at any time and from time to time, time without notice to any Loan Party (the Guarantor, any such notice being expressly hereby waived by the Loan Parties) and Guarantor, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such the EPNHC Administrative Agent or such Lender or any of their respective Affiliates EPNHC Lenders to or for the credit or the account of the Guarantor, or any Loan Party against any and all obligations part thereof in such amounts as the EPNHC Administrative Agent or such EPNHC Lenders may elect, on account of the Loan Parties either now liabilities of the Guarantor hereunder and claims of every nature and description of the EPNHC Administrative Agent or hereafter existing such EPNHC Lenders against the Guarantor, in any currency, whether arising hereunder, under the EPNHC Credit Agreement, any Loan DocumentNote or otherwise, irrespective of as the EPNHC Administrative Agent or such EPNHC Lenders may elect, whether or not such the EPNHC Administrative Agent or such Lender shall have EPNHC Lenders has made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the for payment. The EPNHC Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to of the EPNHC Lenders shall notify such Loan Party the Guarantor promptly after of any such set-off made by it and the application made by such Agent or such Lender or any it of their respective Affiliates the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents EPNHC Administrative Agent and each of the EPNHC Lenders under this Section 12.05 paragraph are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the EPNHC Administrative Agent or such EPNHC Lenders may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any an Event of Default, any Agent or any each Lender may, (and each of its Affiliates) is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Agent Lender (including branches, agencies or Affiliates of such Lender or any of their respective Affiliates wherever located) to or for the credit or the account of any Loan Credit Party against any obligations and all obligations liabilities of such Person to such Lender (and its Affiliates) hereunder, under the Loan Parties either now Notes, under the other Senior Credit Documents or hereafter existing under any Loan Documentotherwise, irrespective of whether or not such Agent or such Lender (or Affiliate) shall have made any demand hereunder or thereunder and although such obligations obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any . Any such right of set-off, (a) all amounts so set off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application in accordance with occurrence of an Event of Default even though such charge is made or entered on the provisions books of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting subsequent thereto. Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly Borrower after any such set-off and application made by such Agent or such Lender (or any of their respective Affiliates provided its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of Any Person purchasing a Participation Interest in the Agents Loans and the Lenders under this Commitments hereunder pursuant to Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement 2.02(c), 2.05(c), 3.13 or any other Loan Documents of law or otherwise.10.03

Right of Set-off. Upon the occurrence and during the continuance of any Event of DefaultDefault pursuant to Section 7.01(b), any the Administrative Agent or any and each Lender may, (and is their respective banking Affiliates) are hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in accounts pledged to secure other Indebtedness of the Borrower or any Guarantor, the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time held and other Indebtedness UAL Term Loan Credit Agreement 2020 indebtedness at any time owing by such the Administrative Agent or and each such Lender (or any of their respective Affiliates such banking Affiliates) to or for the credit or the account of the Borrower or any Loan Party Guarantor against any and all obligations of any such overdue amounts owing under the Loan Parties either now or hereafter existing under any Loan DocumentDocuments, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmaturedunder any Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of set-offsetoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.26(g) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, Lenders and (by) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Lender and the Administrative Agent and each Lender agrees agree promptly to notify such Loan Party promptly the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative Agent or such Lender (or any of their respective Affiliates such banking Affiliates), as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents each Lender and the Lenders Administrative Agent under this Section 12.05 2.23 are in addition to the other rights and remedies (including other rights of set-off) which the Agents such Lender and the Lenders Administrative Agent may have under this Agreement or upon the occurrence and during the continuance of any other Loan Documents Event of law or otherwiseDefault.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by 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 Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of any Loan Party a Borrower against any and all of the obligations of the Loan Parties either Borrowers now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer or the Note held by such Lender, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement, any other Loan Document or thereunder such Note and although such obligations may be contingent or unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (ax) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent and the Lenders, and (by) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees promptly to notify such Loan Party promptly the Borrowers after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, the Agents L/C Issuer and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that such Lender, the Agents L/C Issuer and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender Xxxxxx agrees to notify such Loan Party (and in the case of a set-off by a Lender, the Administrative Agent) promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any each Agent or any and each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Agent, such Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all obligations of the Obligations of the Borrower or such Loan Parties either Party now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations may be contingent unmatured. If such deposits are not pledged pursuant to a valid security agreement, the prior written consent of the Administrative Agent shall be obtained before any right of set-off shall be exercised. Each Agent and each Lender Party agrees promptly to notify the Borrower or unmaturedsuch Loan Party after any such set-off and application; provided provided, however, that the failure to give AMERICAS/2023134647.11 114 such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and their respective Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender shall exercise any exercises such right of set-offsetoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.18(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, the Issuing Banks and the Lenders, Lenders and (by) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwisesetoff.

Right of Set-off. Upon In addition to any rights and remedies of the occurrence and during the continuance of Lenders provided under this Agreement or any other Loan Document or under applicable law, whenever an Event of DefaultDefault exists, any Agent or any each Lender may, and is hereby authorized to, at any time and from time to time, without prior notice to any Loan Party (Option Care Person, any such notice being expressly waived by the Loan Parties) and each Option Care Person 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 Agent or such Lender or any affiliate of their respective Affiliates such Lender to or for the credit or the account of any Loan Party Option Care Person against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as Lender, whether or not then due and payable without prior notice to which it exercised each Option Care Person, any such right of set-offnotice being waived by any Option Care Person to the fullest extent permitted by law. Each Agent and each Lender agrees to notify such Loan Party the Borrowers' Agent and the Lenders' Agent promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates provided Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwiseOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY OPTION CARE PERSON HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Set-off. Upon the occurrence and during the ---------------- continuance of any Event of Default, any Agent or any the Administrative Agent, each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, such Agent Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of any Loan Party the Borrower against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note or Notes held by such Lender Party, irrespective of whether or not the Administrative Agent, such Agent Lender Party or such Lender Affiliate shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations Obligations may be contingent or unmatured; provided provided, however, that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set any such set-off and application shall be paid over immediately subject to the Administrative Agent for further application in accordance with -------- ------- the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, 2.11 and (b) the Defaulting each Lender Party shall provide promptly to give the Administrative Agent a statement describing at least two (2) Business Days' prior written notice of its intent to set off, and each Lender Party shall cooperate with the Administrative Agent in taking any such reasonable detail actions as may be necessary to minimize any adverse effect of Sections 580 and 726 of the Obligations owing to such Defaulting Lender as to which it exercised such right California Code of set-offCivil Procedure. Each The Administrative Agent and each Lender Party agrees promptly to notify such Loan Party promptly the Borrower after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the -------- failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Administrative Agent, each Lender Party and the Lenders their respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which that the Agents Administrative Agent, such Lender Party and the Lenders their respective Affiliates may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any the Agent, the Issuing Bank and each Lender may, and is are hereby irrevocably authorized to, by the Company at any time and from time to time, time without notice to any Loan Party (the Company, any such notice being expressly hereby waived by the Loan Parties) and Company, to the fullest extent permitted by law, set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent the Agent, the Issuing Bank or such Lender or any of their respective Affiliates to or for the credit or the account of the Company, or any Loan Party against any and all obligations part thereof in such amounts as the Agent, the Issuing Bank or such Lender may elect, on account of the liabilities of the Company hereunder and claims of every nature and description of the Agent, the Issuing Bank or such Lender against the Company, in any currency, whether arising hereunder or any 148 other Loan Parties either now Document or hereafter existing under any Loan Documentotherwise, irrespective of as the Agent, the Issuing Bank or such Lender may elect, whether or not such Agent the Agent, the Issuing Bank or such Lender shall have has made any demand hereunder or thereunder for payment and although such obligations liabilities and claims may be contingent or unmatured; provided that in . The Agent, the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent Issuing Bank and each Lender agrees to shall notify such Loan Party the Company promptly after of any such set-off made by it and the application made by such Agent or such Lender or any it of their respective Affiliates the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents Agent, the Issuing Bank and the Lenders each Lender under this Section 12.05 subsection are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and Agent, the Lenders Issuing Bank or such Lender may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender DOCID - 27822767.5 ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations Obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. The Borrower and each Guarantor hereby grant to each Lender a lien, security interest and right of set-off as security for all liabilities and obligations of the Borrower and such Guarantor, whether now existing or hereafter arising, upon and against all deposits, credit, collateral and property, now or hereafter in the possession, custody, safekeeping or control of any Lender and any entity under the control of Fleet Financial Group, Inc. or in transit to any of them. Upon (a) the occurrence and during the continuance of any Event Default and (b) the making of Defaultthe request or the granting of the consent specified by Article VIII to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Article VIII, any Agent or any each Lender may, and each of its respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Lender or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of the Borrower or any Loan Party of its Subsidiaries against any and all obligations of the Loan Parties either Obligations of the Borrower now or hereafter existing under any Loan Documentthis Agreement and the Note or Notes (if any) held by such Lender, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations may be contingent or unmatured; provided that in . Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Borrower and Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided application; provided, however, -------- ------- that the failure to give such notice shall not affect the validity of such set-set- off and application. The rights of the Agents each Lender and the Lenders its respective Affiliates under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents that such Lender and the Lenders its respective Affiliates may have under this Agreement or any other Loan Documents of law at law, in equity or otherwise. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE ADVANCES PRIOR TO EXERCISING ANY RIGHT OF SET-OFF WITH RESPECT TO ANY DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY VOLUNTARILY AND IRREVOCABLY WAIVED.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrower or any Loan Party Subsidiary Obligor against any and all of the obligations of the Loan Parties either Borrower or such Subsidiary Obligor now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrower or such Subsidiary Obligor may be contingent or unmatured; provided unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that in such Lender, the event that L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower or any Defaulting Lender shall exercise any such right of set-offSubsidiary Obligor, (a) all amounts so set off shall be paid over immediately to as the case may be, and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of set-offsetoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-offsetoff. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of at law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender mayeach Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Agent or such Lender Lender, the L/C Issuer or any of their respective Affiliates such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the obligations of the Borrowers or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, however, that none of the Lenders, L/C Issuer or any of their respective Affiliates may offset amounts owed by it to the European Borrower or the European Holdco or deposits of the European Borrower or the European Holdco held by it against amounts owed to such Person by the US Loan Parties (except in respect of the event that any Defaulting Lender shall exercise any such right US Loan Parties’ guaranties of the European Obligations). The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender, (a) all amounts so set off shall be paid over immediately the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrowers and the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing and the Obligations shall have been accelerated pursuant to Section 8.01, any Agent or any Lender mayeach Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by applicable 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 Agent or such Lender Lender, the Issuing Bank or any of their respective Affiliates such Affiliate to or for the credit or the account of Borrower or any other Loan Party against and on account of any and all of the obligations of the Borrower or such Loan Parties either Party now or hereafter existing under this Agreement or any other Loan DocumentDocument to such Lender or the Issuing Bank, irrespective of whether or not such Agent Lender or such Lender the Issuing Bank shall have made any demand hereunder under this Agreement or thereunder any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured; provided that unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, the event that any Defaulting Issuing Bank or their respective Affiliates may have. Each Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately and the Issuing Bank agrees promptly to the notify Borrower and Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off setoff and application made by such Agent or such Lender or any of their respective Affiliates application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or 128498985v11 such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, any Agent or any Lender may, and is each Guarantor hereby authorized to, irrevocably authorizes each Guaranteed Party at any time and from time to time, time without notice to such Guarantor or any Loan Party (other Obligor, any such notice being expressly waived by the Loan Parties) such Guarantor, to set-off and to the fullest extent permitted by law, set off appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Agent or such Lender or any of their respective Affiliates Guaranteed Party to or for the credit or the account of such Guarantor, or any Loan part thereof in such amounts as such Guaranteed Party may elect, against and on account of the obligations and liabilities of such Guarantor to such Guaranteed Party hereunder and claims of every nature and description of such Guaranteed Party against such Guarantor, in any and all obligations of currency, whether arising hereunder, under the Loan Parties either now Note Purchase Agreement, any Note, any other Note Purchase Documents or hereafter existing under any Loan Documentotherwise, irrespective of as such Guaranteed Party may elect, whether or not such Agent or such Lender shall have any Guaranteed Party has made any demand hereunder or thereunder for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to Guaranteed Party shall notify such Loan Party Guarantor promptly after of any such set-off and the application made by such Agent or such Lender or any of their respective Affiliates Guaranteed Party, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders each Guaranteed Party under this Section 12.05 are in addition to the other rights and remedies (including including, without limitation, other rights of set-off) which the Agents and the Lenders such Guaranteed Party may have under this Agreement or any other Loan Documents of law or otherwisehave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, 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 or such Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not such Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. No Lender shall exercise any such right of set-off without the prior consent of the Agents or the Required Lenders. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates Affiliates, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of DefaultDefault and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, any each Agent or any and each Lender may, Party and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Agent Agent, such Lender Party or such Lender or any of their respective Affiliates Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all obligations of the Obligations of the Borrower or such Loan Parties either Party now or hereafter existing under any the Loan DocumentDocuments, irrespective of whether or not such Agent or such Lender Party shall have made any demand hereunder under this Agreement or thereunder such Note or Notes and although such obligations may be contingent unmatured. If such deposits are not pledged pursuant to a valid security agreement, the prior written consent of the Administrative Agent shall be obtained before any right of set-off shall be exercised. Each Agent and each Lender Party agrees promptly to notify the Borrower or unmaturedsuch Loan Party after any such set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender shall exercise any exercises such right of set-offsetoff, (ax) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.04 2.17(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents Administrative Agent, the Issuing Bank, the Swing Line Bank and the Lenders, Lenders and (by) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and remedies (including other rights of set-off) which the Agents and the Lenders may have under this Agreement or any other Loan Documents of law or otherwisesetoff.