Common use of Right of Set-off Clause in Contracts

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare Agent, the Advances due and payable pursuant to the provisions of Section 6.02Collateral Agent, each Issuing Lender and each LC Issuing Bank is Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 Indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(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 Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicable, 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 each Lender, each Issuing Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or any such LC Issuing Bank, as applicableAffiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or such LC Issuing Bank Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances outstanding Borrowings due and payable pursuant to the provisions of Section 6.026.01, each Lender, each LC Issuing Bank, the Swingline Lender and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or Lender, such LC Issuing Bank, as applicablethe Swingline Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender, such LC Issuing Bank or the Swingline Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank, the Swingline Lender or such LC Issuing Bank Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank or the Swingline Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and The rights of each Lender, each LC Issuing Bank agrees promptly Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to notify the Borrower after any other rights and remedies (including other rights of setoff) that such set-off and application made by such Lender or Lender, such LC Issuing Bank, as applicablethe Swingline Lender or their respective Affiliates may have. Each Lender, each LC Issuing Bank and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or any such LC Issuing Bank, as applicableAffiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or such LC Issuing Bank Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Advances owing to such Defaulting Lender as to which it exercised such right of setoffset-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 Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Agent promptly after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, 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 and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or and such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or such LC Issuing Bank, as the case may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC Issuing Bank, as applicable, 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 each Each Lender and each LC Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC Issuing Bank may haveBank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender Lender, each Issuing Bank, and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender Lender, such Issuing Bank or any such LC Issuing Bank, as applicableAffiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender or such LC Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.02 Section 6.1 to authorize the Administrative Agent to declare the Advances all amounts owing hereunder due and payable pursuant to the provisions of Section 6.026.1, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreementany Loan Document, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement such Loan Document and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableLender, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) The Borrower agrees that it shall have no right of set-off, deduction or such counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may havebe, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender Lender, each Issuing Bank and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other indebtedness obligations at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although such the obligations may be unmatured; provided provided, that any recovery by any Lender or any Affiliate pursuant to its setoff rights under this Section 9.06 is subject to the provisions of Section 2.18(c); provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Revolving Credit Advances due and payable pursuant to the provisions of Section 6.026.01, each Lender and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, 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 at any time owing by such Lender or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreementthe Loan Documents and any Note held by such Lender, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.17(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Agent and the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableapplication, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Lender or such LC Issuing Bank and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.026.01, each Lender and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement and the Note held by such Lender, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application; provided further, that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.20(a) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, the Swing Line Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank its Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Lender or such LC Issuing Bank and its Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances outstanding Borrowings due and payable pursuant to the provisions of Section 6.026.01, each Lender and Lender, each LC Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or Lender, such LC Issuing Bank, as applicableBank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender or Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and the Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such LC Lender or the Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (iib) the making of the request or the granting of the consent specified by in Section 6.02 6.1 to authorize the Administrative Agent to declare the Advances and all Notes due and payable pursuant to the provisions of Section 6.026.1, each of the Administrative Agent and each Lender and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations Obligations of the Borrower now or hereafter existing under this Agreementthe Loan Documents, irrespective of whether the Administrative Agent or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or any Note or Notes and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoffset-off, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender The Administrative Agent and each LC Issuing Bank Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and each LC Issuing Bank their respective Affiliates under this Section 8.05 8.7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that the Administrative Agent, such Lender or such LC Issuing Bank and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender Lender, each Issuing Bank and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other indebtedness obligations at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower or any Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although such the obligations may be unmatured; provided provided, that any recovery by any Lender or any Affiliate pursuant to its setoff rights under this Section 9.06 is subject to the provisions of Section 2.18(c); provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this AgreementAgreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedare owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each The applicable Lender and each LC or Issuing Bank agrees promptly to shall notify the Borrower after any applicable Grantor and the Collateral Agent of such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of each Lender and each LC Issuing Bank under this Section 8.05 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) which that such Lender or such LC Issuing Bank may have. Notwithstanding the foregoing, no amount received or set off from any Grantor shall be applied to any Excluded Swap Obligation of such Grantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.18(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and all of the obligations of Holdings, or the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although such the obligations may be unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of Holdings, the Borrower or any other Subsidiary against any of and all of the obligations of Holdings or the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although such the obligations may be unmatured; provided that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

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

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender Lender, and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or any such LC Issuing Bank, as applicableAffiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any Note to such Lender or its Affiliates, irrespective of whether or not such Lender or such LC Issuing Bank Affiliate shall have made any demand under this Agreement or any Note and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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 Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.026.01, each Lender Lender, each LC Issuer and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, 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 at any time owing by such Lender Lender, such LC Issuer or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreementthe Loan Documents and any Note held by such Lender or such LC Issuer, whether or not such Lender or such LC Issuing Bank Issuer shall have made any demand under this Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.18(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 Administrative Agent, the LC Issuing Banks, Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank Issuer agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableapplication, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and Lender, each LC Issuing Bank Issuer and their respective Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Lender or Lender, such LC Issuing Bank Issuer and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender Lender, each Issuing Bank and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other indebtedness obligations at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower or any Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although such the obligations may be unmatured; provided provided, that any recovery by any Lender or any Affiliate pursuant to its set-off rights under this Section 9.06 is subject to the provisions of Section 2.18(c); provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and applicationoff. The rights of each Lender and each LC Issuing Bank under this Section 8.05 9.06 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and under Sections 8.1(a), (iib), (h) 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 (i), without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or finalfinal but excluding all trust, payroll, tax withholding, employee benefit and other accounts relating to insurance premiums and payments of claims which are required by applicable law or contract to be segregated from the Loan Parties’ other funds) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and the Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such LC Lender or the Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and the Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such LC Lender or the Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawapplicable law and subject to exceptions of mandatory law in the country of incorporation of the Company, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or any such LC Issuing Bank, as applicableAffiliate, to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower Company now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or such LC Issuing Bank Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Company may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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 Lender and each LC Issuing Bank agrees promptly to notify the Borrower Company and the Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or any such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Airgas or any other Borrower against any and all of the obligations of the Airgas or such Borrower now or hereafter existing under this AgreementCredit Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Credit Agreement or any other Credit Document and although such obligations of Airgas or such Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 4.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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 Lender and each LC Issuing Bank agrees promptly to notify Airgas and the Borrower Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicableapplication, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request Default, without prior notice to Parent or the granting of Borrower, any such notice being expressly waived by Parent and the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Borrower to the provisions of Section 6.02, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of Parent and/or the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and the Issuing Bank, as applicable, Bank to or for the credit or the account of Parent and/or the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such LC Lender or the Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent, Parent and the Borrower after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by Parent, the Borrower and any of their respective Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, subject to the prior written consent of the Administrative Agent, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) ), in any currency, of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and the Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such LC Lender or the Issuing Bank shall have made any demand under this Agreement hereunder, to the extent such Obligations are due and although such obligations may be unmaturedpayable; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this AgreementAgreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedare owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each The applicable Lender and each LC or Issuing Bank agrees promptly to shall notify the Borrower after any applicable Guarantor and the Administrative Agent of such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of each Lender and each LC Issuing Bank under this Section 8.05 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) which that such Lender or such LC Issuing Bank may have; provided, further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02Default, each Lender Bank and each LC Issuing Bank its respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final, but specifically excluding any trust or segregated accounts) at any time held by such Bank and any and all other indebtedness at any time owing by such Lender Bank or any such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Borrower’s Obligations now or hereafter existing under this Agreement, Agreement irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or under any of the other Transaction Documents and although such obligations may be unmaturedcontingent or unmatured or are owed to a branch or office of such 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 setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.21 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the LendersBanks, and (y) 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 setoff. Each Lender and each LC Issuing Bank agrees to promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableprovided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank the Banks under this Section 8.05 9.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank the Banks may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, The Guarantor hereby irrevocably authorizes each Lender and each LC Issuing Bank is hereby authorized Borrower Creditor at any time and from time to timetime without notice to the Guarantor, any such notice being expressly waived by the Guarantor, to the fullest extent permitted by law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by such Lender or such LC Issuing Bank, as applicable, Borrower Creditor to or for the credit or the account of the Guarantor, or any part thereof in such amounts as such Borrower Creditor may elect, against any and all on account of the obligations and liabilities of the Guarantor to the Borrower Creditor hereunder, in any currency, whether arising hereunder, under the Credit Agreement, either of the Borrower now Indentures, any note issued by the Borrower under the Credit Agreement or hereafter existing under this Agreementeither of the Borrower Indentures, any agreement in respect of Other Indebtedness or otherwise, as such Borrower Creditor may elect, whether or not such Lender or such LC Issuing Bank shall have any Borrower Creditor has made any demand under this Agreement for payment and although such obligations obligations, liabilities and claims may be contingent or unmatured; provided that in the event that any Defaulting Lender . The Borrower Creditor shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after Guarantor promptly of any such set-off and the application made by such Lender or such LC Issuing Bank, as applicableBorrower Creditor, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank Borrower Creditor under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank Borrower Creditor may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to the Borrower, and (ii) the making of the request or the granting of the consent specified by Section 6.02 10.2 to authorize the Administrative Agent to declare the Notes and Advances due and payable pursuant to the provisions of Section 6.0210.2, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreementthe Loan Documents held by such Lender, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement the Loan Documents or such Notes and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableLender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have. (b) The Borrower and the Parent Guarantor each agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's or Parent Guarantor's rights to any independent claim that the Borrower or the Parent Guarantor may have against the Administrative Agent or any Lender, but no Lender (in its capacity as a Lender) shall be liable for the conduct of the Administrative Agent or any other Lender, and the Administrative Agent shall not be liable for the conduct of any Lender.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank Xxxxxx and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(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 Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower or any Guarantor, each Lender any such notice being expressly waived by the Borrower and each LC Issuing Bank is hereby authorized at any time and from time to time, 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 Lender or and such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower or any Guarantor against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or such LC Issuing Bank, as the case may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC Issuing Bank, as applicable, 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 each Each Lender and each LC Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC Issuing Bank may haveBank.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower now or hereafter existing such Guarantor then due and owing under this AgreementAgreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedare owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each The applicable Lender and each LC or Issuing Bank agrees promptly to shall notify the Borrower after any applicable Guarantor and the Administrative Agent of such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of each Lender and each LC Issuing Bank under this Section 8.05 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) which that such Lender or such LC Issuing Bank may have; provided, further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation” in the Credit Agreement, no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02Default, each Liquidity Lender and each LC Issuing Bank Affiliate of any of them is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, any of their respective Affiliates to or for the credit or the account of the Parent or any Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although even though such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Parent or such 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 setoff, (x) all amounts so set off shall be paid over immediately to the Revolving and LC Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Revolving and LC Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Revolving and LC Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 11.6 are in addition to the other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence Each of Moadel and during the continuance PC agrees that Newco shall have rights of offset against distributions to it in respect of any Event ownership interest either of Default 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, each Lender and each LC Issuing Bank is hereby authorized them may have in Newco at any time and from time to timefollowing the Closing, to the fullest extent permitted by law, to set off and apply for any and all deposits (general debts, obligations or specialliabilities that either of them may have to Prime, time PMSI or demandany affiliate or subsidiary of PMSI, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, any liability arising out of or relating to its obligations under Section 6.1 of this Agreement, or other obligations owed under this Agreement or any other Transaction Document. Each of Moadel and PC hereby authorizes and directs Newco to, and hereby agrees that Newco is entitled to, withhold and pay such offset amounts to Prime and to take all other actions necessary to make such payment. Newco hereby agrees to promptly remit any and all such offset amounts to Prime upon request. Without limiting or adversely affecting the rights of set-offPrime under this Section, and in order to secure full and prompt payment of the obligations of Moadel and PC under this Agreement and each other Transaction Document, each of Moadel and PC hereby grants to Prime a continuing security interest in and to distributions either of them may be entitled to receive at any time after the Closing in respect of any ownership interest held by either of them in Newco. In connection with the grant of a security interest contained in this Section, each of Moadel and PC agrees (i) which to execute all documents, agreements, instruments and certificates, and to take such Lender other actions, as are reasonably necessary in order to fully evidence and perfect such security interest, and (ii) except as expressly contemplated otherwise in Newco's Limited Liability Company Agreement, that it, for a period of five (5) years after the Closing, will not, without obtaining the express prior written consent of Prime in each instance, grant or assign to any person or entity rights of any nature in the distributions covered by the security interest granted in this Section, irrespective of whether such LC Issuing Bank rights are to be senior or subordinate to the rights granted under this Section; provided, however, that clause (ii) shall not prohibit Permitted Transfers (as such term is defined in the Organizational Documents) of its ownership interest in Newco, as long as the transferee (A) executes a certificate acknowledging that such distributions with respect to the ownership interest transferred remain subject to the offset rights and security interest granted under this Section as though such transferee and it were one and the same person and (B) executes and consents to the filing of all documents, agreements, instruments and certificates, and takes such other actions, as are necessary in order to fully evidence and perfect such security interest. Each of Moadel and PC acknowledges and agrees that the rights and obligations contained in this Section shall remain attached to membership interests of Newco conveyed by it, regardless of whether the conveyance was permitted pursuant to the Organizational Documents and/or consented to by Prime. In addition, Prime may haverequire any such transferee to execute an acknowledgment recognizing the applicability of the rights and obligations contained in this Section to the membership interest transferred.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender and Issuing Bank, and each LC Issuing Bank Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by any Grantor hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such LC Issuing Bank, as applicableor by such an Affiliate, to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations then due of the Borrower such Grantor now or hereafter existing under this AgreementAgreement held by such Lender or Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedAgreement; provided that to the extent prohibited by applicable law as described in the event that definition of “Excluded Swap Obligation,” no amounts received from, or set-off with respect to, any Defaulting Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights of each Lender shall exercise and Issuing Bank, and each Affiliate of any such right of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffBank or Affiliate may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default 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 6.027.01(b), each Lender Agent, and each LC Issuing Bank is Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent 1006536826v43 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 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 at any time owing by such Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or and such LC Issuing Bank Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to such Borrower and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.02 6.1 to authorize the Administrative Agent to declare the Advances all amounts owing hereunder by such Borrower due and payable pursuant to the provisions of Section 6.026.1, each Lender and Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Lender, such LC Issuing Bank, as applicable, Bank or Affiliate to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreementany Loan Document, irrespective of whether or not such Lender, such LC Issuing Bank or Affiliate shall have made any demand under such Loan Document and although such obligations may be unmatured or contingent or are owed to a branch, office or Affiliate of such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although different from the branch, office or Affiliate holding such obligations may be unmatureddeposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableLender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) Each Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of any Borrower’s rights to any independent claim that such Borrower may have against the Agent, any LC Issuing Bank or any Lender for the Agent’s, such LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, any LC Issuing Bank may haveor any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or any LC Issuing Bank, and no LC Issuing Bank shall be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or any LC Issuing Bank shall be liable to any Borrower for any amounts representing indirect, special, consequential or punitive damages (as opposed to direct or actual damages) suffered by such Borrower.

Right of Set-off. Upon (i) the occurrence and during the continuance of any If an Event of Default shall have occurred and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02be continuing, each Lender Lender, each Issuing Bank and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other indebtedness obligations at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower any Guarantor against any of and all of the obligations of the Borrower such Guarantor now or hereafter existing under this AgreementGuaranty held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement Guaranty and although such obligations may be unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set any recovery by any Lender, any Issuing Bank or any Affiliate pursuant to its set-off shall be paid over immediately rights under this Section 11 is subject to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.18(c) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, Credit Agreement and (y) any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of 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 setoffCredit Agreement. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Representative and the Collateral Agent, in each case, after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 11 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which that such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank their respective banking Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(f) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lender and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, subject to the prior written consent of the Administrative Agent, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) ), in any currency, of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or and such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or such LC Issuing Bank, as the case may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand under this Agreement hereunder, to the extent such Obligations are due and although such obligations may be unmaturedpayable; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC Issuing Bank, as applicable, 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 each Each Lender and each LC Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC Issuing Bank may haveBank.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize Default, the Administrative Agent to declare and, after obtaining the Advances due and payable pursuant to prior written consent of the provisions of Section 6.02Administrative Agent, each Lender other Agent and each LC Issuing Bank Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Agent or such LC Issuing Bank, as applicable, Lender to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations Obligations of the Borrower such Guarantor now or hereafter existing under this Agreementthe Loan Documents, irrespective of whether such Agent or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement Guaranty or any other Loan Document and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and2.17 of the Credit Agreement and , pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Secured Parties and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Agent and each LC Issuing Bank Lender agrees promptly to notify the Borrower such Guarantor after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, 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 Agent and each LC Issuing Bank Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Agent and such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon If an Event of Default under Sections 7.01(a), (b), (h) or (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due Credit Agreement shall have occurred and payable pursuant to the provisions of Section 6.02be continuing, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower any Grantor against any of and all of the obligations of the Borrower now or hereafter existing such Grantor then due and owing under this AgreementAgreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedare owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Collateral Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each The applicable Lender and each LC applicable Issuing Bank agrees promptly to shall notify the Borrower after any applicable Grantor, the Administrative Agent and the Collateral Agent of such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 5.08. The rights of each Lender and each LC Issuing Bank under this Section 8.05 5.08 are in addition to other rights and remedies (including, without limitation, including other rights of set-offsetoff) which that such Lender or such LC Issuing Bank may have. Notwithstanding the foregoing, no amount received or set off from any Grantor shall be applied to any Excluded Swap Obligation of such Grantor.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize Default, the Administrative Agent to declare and, after obtaining the Advances due and payable pursuant to prior written consent of the provisions of Section 6.02Administrative Agent, each Lender other Agent and each LC Issuing Bank Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Agent or such LC Issuing Bank, as applicable, Lender to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations Obligations of the Borrower such Guarantor now or hereafter existing under this Agreementthe Loan Documents, irrespective of whether such Agent or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement Guaranty or any other Loan Document and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.17 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Secured Parties and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Agent and each LC Issuing Bank Lender agrees promptly to notify the Borrower such Guarantor after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, 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 Agent and each LC Issuing Bank Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Agent and such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (b) pursuant to Article XI of the Credit Agreement, (i) the making by the Majority Lenders of the request to authorize, or (ii) the making of consenting by the request or the granting of the consent specified by Section 6.02 to authorize Majority Lenders authorizing, the Administrative Agent to declare the Advances Loans due and payable pursuant to the provisions of Section 6.02said Article XI, each Lender and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations of the Borrower such Guarantor now or hereafter existing under this AgreementGuaranty, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement Guaranty. Each Lender shall promptly notify such Guarantor after any such set off and although such obligations may be unmaturedapplication; provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with and/or cash collateralization pursuant to Section 4.7 of the provisions of Section 2.19(b)(iii) Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the LendersBorrower as therein provided, and (y) the such Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, ; provided further that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and each LC Issuing Bank its affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-set off) which that such Lender or such LC Issuing Bank and its affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender and each LC Issuing Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, Fronting Bank (as applicable, the case may be) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this AgreementAgreement and any Note held by such Lender, whether or not such Lender or such LC Issuing Fronting Bank (as the case may be) shall have made any demand under this Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Fronting Bank agrees promptly to notify the Borrower Borrowers after any such set-off setoff and application made by such Lender or such LC Issuing Bank, Fronting Bank (as applicablethe 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 each Lender and each LC Issuing Fronting Bank under this Section 8.05 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-offsetoff) which that such Lender or such LC Issuing Fronting Bank (as the case may be) may have.

Right of Set-off. Upon (iI) the occurrence and during the continuance of any Borrower Event of Default and (ii) the making granting of the request or the granting of the consent specified by Section 6.02 8.01 to authorize the Administrative Agent to declare the Advances Notes or amounts under the Letter of Credit due and payable pursuant to the provisions of Section 6.028.01, each Lender and each the LC Issuing Bank Issuers is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such the LC Issuing Bank, as applicable, Issuers to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement and the Notes held by such Lender or under the Letter of Credit, irrespective of whether or not such Lender or such the LC Issuing Bank Issuers shall have made any demand under this Agreement or such Notes or under the Letter of Credit and although such obligations may be unmatured; provided that in the event provided, however, that any Defaulting amounts obtained by any Lender shall exercise any such through its right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) andshared, pending such paymentratably, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank Issuer agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such either LC Issuing BankIssuer, as applicableprovided, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each the LC Issuing Bank Issuers under this Section 8.05 10.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which such Lender and the LC Issuers may have. The Borrower agrees that, to the extent permitted by applicable Law, it shall have no right of set-off or deduction in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against the Administrative Agent or any Lender for the Administrative Agent's or such LC Issuing Bank Lender's, as the case may havebe, breach of this Agreement, gross negligence or willful misconduct as determined by a court of competent jurisdiction, but no Lender shall be liable for the conduct of the Administrative Agent or any other Lender, and the Administrative Agent shall not be liable for the conduct of any Lender.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the either Co-Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(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 Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower Co-Borrowers and Guarantors after any such set-off and application made by such Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.026.01, each Lender and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, 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 at any time owing by such Lender or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreementthe Loan Documents and any Note held by such Lender, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.18(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Agent and the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableapplication, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank their respective Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Lender or such LC Issuing Bank and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, DDTL Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe case 49 1005968021v14 may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank their respective banking Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(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 Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to such Borrower and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.02 6.1 to authorize the Administrative Agent to declare the Advances all amounts owing hereunder by such Borrower due and payable pursuant to the provisions of Section 6.026.1, each Lender and Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Lender, such LC Issuing Bank, as applicable, Bank or Affiliate to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreementany Loan Document, irrespective of whether or not such Lender, such LC Issuing Bank or Affiliate shall have made any demand under such Loan Document and although such obligations may be unmatured or contingent or are owed to a branch, office or Affiliate of such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although different from the branch, office or Affiliate holding such obligations may be unmatureddeposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableLender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) Each Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of any Borrower’s rights to any independent claim that such Borrower may have against the Agent, any LC Issuing Bank or any Lender for the Agent’s, such LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, any LC Issuing Bank may haveor any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or any LC Issuing Bank, and no LC Issuing Bank shall be liable for the conduct of any Lender or the Agent.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 7.02 to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.027.02, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional provisional, or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreementany Loan Document and any Note held by such Lender, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement such Loan Document or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have. (b) The Borrower agrees that it shall have no right of set-off, deduction, or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against the Agent, any Lender or any LC Bank for the Agent's, such Lender's or such LC Bank's, as the case may be, gross negligence or wilful misconduct, but no Lender or LC Bank shall be liable for the conduct of the Agent, any other Lender or any other LC Bank, and the Agent shall not be liable for the conduct of any Lender or LC Bank.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or Issuing Bank, as the case may be, irrespective of whether such LC Lender or Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.24(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC Issuing Bank, as applicable, 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 each Each Lender and each LC Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC Issuing Bank Bank, as the case may havebe.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower or Holdings, each Lender any such notice being expressly waived by the Borrower and each LC Issuing Bank is hereby authorized at any time and from time to time, Holdings 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/or Holdings at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and the Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower and/or Holdings against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such LC Lender or the Issuing Bank shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent, Holdings or the Borrower (as applicable) after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by Holdings, the Borrower and any of their respective Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon (i) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default and (ii) Default, after obtaining the making prior written consent of the request Agent (such consent not to be unreasonably withheld 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 6.02delayed), each Lender and each LC Issuing Bank their Affiliates is hereby authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor, and without notice to any other Person (other than the 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 by (other than payroll, trust, xxxxx cash, employee benefit or tax accounts), and other indebtedness Indebtedness (in whatever currency) at any time owing by by, such Lender or any such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower respective Guarantor against any and all of the obligations of the Borrower Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing under this Agreementexisting, irrespective of whether or not such Lender Agent or such LC Issuing Bank Lender shall have made any demand under this Guarantee Agreement or any other Loan Document, and although such obligations Obligations may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all NY\6158255.3 amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower applicable Guarantor after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, 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 Agent, each Lender and each LC Issuing Bank their respective Affiliates under this Section 8.05 24 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that the Agent and such Lender or such LC Issuing Bank may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Subsidiary, it being understood that (a) the Capital Stock of any Foreign Subsidiary does not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s or the German Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b) of the Credit Agreement.

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and its Affiliates and the Issuing Bank and its Affiliates shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or such LC and its Affiliates and the Issuing Bank, as applicable, Bank and its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender and its Affiliates or such LC the Issuing Bank and its Affiliates, as the case may be, irrespective of DB1/ 110470318.9 152 whether such Lender and its Affiliates or the Issuing Bank and its Affiliates shall have made any demand under this Agreement hereunder and although such obligations Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC the Issuing Bank, as applicable, 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 each Each Lender and each LC the Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC the Issuing Bank may haveBank.

Right of Set-off. Upon (ia) (a) the occurrence and during the continuance of any Event of Default and (iib) (b) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Notes or Advances due and payable pursuant to the provisions of Section 6.026.01, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower Company or the applicable Borrowing Subsidiary against any and all of the obligations of the Borrower Company or the applicable Borrowing Subsidiary now or hereafter existing under this Agreement, the Notes held by such Bank, and any Letter of Credit Reimbursement Agreement to which such Bank is a party, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement, any such Note or such Letter of Credit Reimbursement Agreement and although such obligations may be 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 setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 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 Administrative Agent, the LC Issuing Banks, Agent and the LendersBanks, and (y) 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 setoffset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Company after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.. ​

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 8.02 to authorize the Administrative Agent to declare the Advances principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 6.028.02, each Lender and each LC the Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC the Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower Borrower, against any and all of the obligations of the Borrower now or hereafter existing under this Agreementany Loan Document, irrespective of whether or not such Lender or such LC the Issuing Bank shall have made any demand under this Agreement such Loan Document and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC the Issuing Bank agrees promptly to notify promptly the Borrower after any such set-off and application made by such Lender or such LC the Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC the Issuing Bank under this Section 8.05 10.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which such Lender or such LC and the Issuing Bank may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Administrative Agent or any Lender for the Administrative Agent’s or such Lender’s, as the case may be, gross negligence or wilful misconduct, but no Lender shall be liable for any such conduct on the part of the Administrative Agent or any other Lender, and the Administrative Agent shall be liable for any such conduct on the part of any Lender.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances outstanding Borrowings due and payable pursuant to the provisions of Section 6.026.01, each Lender and Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or Lender, such LC Issuing Bank, as applicableBank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender or Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies DMSLIBRARY01\30351218.v6 (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default 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 6.02each Lender, each Lender Fronting Bank and each LC Issuing Bank Swing Line Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender, such Fronting Bank or such Swing Line Lender (as the case may be) if and to the extent that such Lender, such Fronting Bank or such Swing Line Lender (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other indebtedness at any time owing by such Lender Lender, such Fronting Bank or such LC Issuing Bank, Swing Line Lender (as applicable, the case may be) to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this AgreementAgreement and any Note held by such Lender, whether or not such Lender Lender, such Fronting Bank or such LC Issuing Bank Swing Line Lender (as the case may be) shall have made any demand under this Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Lender, each Fronting Bank and each LC Issuing Bank Swing Line Lender agrees promptly to notify the Borrower Borrowers after any such set-off set‑off and application made by such Lender Lender, such Fronting Bank or such LC Issuing Bank, Swing Line Lender (as applicablethe case may be), provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of each Lender and each LC Issuing Fronting Bank and each Swing Line Lender under this Section 8.05 8.06 are in addition to other rights and remedies (including, without limitation, other rights of set-offset‑off) which that such Lender Lender, such Fronting Bank or such LC Issuing Bank Swing Line Lender (as the case may be) may have.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 9.02 to authorize the Administrative Agent to declare the Advances principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 6.029.02, each Lender Lender, the Administrative Agent and each LC Issuing Bank is the Collateral Agent are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Lender, the Administrative Agent or such LC Issuing Bank, as applicable, the Collateral Agent to or for the credit or the account of the Borrower Borrower, against any and all of the obligations of the Borrower now to such Lender, the Administrative Agent or hereafter the Collateral Agent (as the case may be) existing under this Agreementany Loan Document and any Promissory Notes held by such Lender, as the case may be, irrespective of whether or not such Lender Lender, the Administrative Agent or such LC Issuing Bank the Collateral Agent shall have made any demand under this Agreement such Loan Document or such Promissory Notes, as the case may be, and although such obligations may be unmatured; provided provided, however, that Union Bank shall not (in the event that any Defaulting Lender shall exercise any such right of setoff, (xcapacity hereunder) all amounts so be permitted to set off shall be paid over immediately to and apply any amounts on deposit with it in connection with the financing of the Borrower's receivables or otherwise deposited with Union Bank acting as trustee. Each Lender, the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Collateral Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify promptly the Borrower after any such set-off and application made by such Lender Lender, the Administrative Agent or such LC Issuing Bank, as applicablethe Collateral Agent, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender Lender, the Administrative Agent and each LC Issuing Bank the Collateral Agent under this Section 8.05 11.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which such Lender, the Administrative Agent or the Collateral Agent may have. Notwithstanding the foregoing, no Lender may exercise any right of set-off pursuant to this Section or under applicable law and apply such set-off to any portion of the Obligations without the prior written consent of the Required Lenders. NY3 - 402471.08 (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders, the Administrative Agent and the Collateral Agent hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against the Administrative Agent, the Collateral Agent or any Lender for the Administrative Agent's, the Collateral Agent's or such LC Issuing Bank Lender's, as the case may havebe, gross negligence or willful misconduct, but no Lender shall be liable for any such conduct on the part of the Administrative Agent, the Collateral Agent or any other Lender, and the Administrative Agent and the Collateral Agent shall be liable for any such conduct on the part of any Lender.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 9.02 to authorize the Administrative Agent to declare the Advances principal amount outstanding hereunder to be due and payable pursuant to the provisions of Section 6.029.02, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower Borrower, against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement and the Promissory Notes held by such Lender or the Issuing Bank Agreement to which such Issuing Bank is a party, as the case may be, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement Agreement, such Promissory Notes or such Issuing Bank Agreement, as the case may be, and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify promptly the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 11.05 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which such Lender or such LC and Issuing Bank may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against any Agent or any Lender for such Agent's or such Lender's, as the case may be, gross negligence or wilful misconduct, but no Lender shall be liable for any such conduct on the part of any Agent or any other Lender, and no Agent shall be liable for any such conduct on the part of any Lender.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default. [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(d) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Revolving Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to 92544055_10 notify the Borrower and each LC Issuing Bank the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by such Lender it (or such LC Issuing Bankany of its banking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02Default, each Lender Lender, the L/C Issuer and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Lender, the L/C Issuer or any such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender or the L/C Issuer or the Note held by such Lender, whether or not such Lender or such LC Issuing Bank the L/C Issuer shall have made any demand under this Agreement Agreement, any other Loan Document or such Note and although such obligations may be unmatured; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower Borrowers after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableapplication, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender Lender, the L/C Issuer and each LC Issuing Bank their respective Affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that such Lender or such LC Issuing Bank Lender, the L/C Issuer and their respective Affiliates may have.

Right of Set-off. Upon (i) the occurrence Caster and during the continuance Seller agree that Newco shall have rights of offset against distributions to them in respect of any Event of Default 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, each Lender and each LC Issuing Bank is hereby authorized ownership interest they may have in Newco at any time and from time to timefollowing the Closing, to the fullest extent permitted by law, to set off and apply for any and all deposits (general debts, obligations or specialliabilities that they may have to Prime, time PMSI or demandany affiliate or subsidiary of PMSI, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, any liability arising out of or relating to its obligations under Section 6.1 of this Agreement, or other obligations owed under this Agreement or any other Transaction Document. Caster and Seller each hereby authorizes and directs Newco to, and hereby agrees that Newco is entitled to, withhold and pay such offset amounts to Prime and to take all other actions necessary to make such payment. Newco hereby agrees to promptly remit any and all such offset amounts to Prime upon request. Without limiting or adversely affecting the rights of set-offPrime under this Section, and in order to secure full and prompt payment of the obligations of Caster and Seller under this Agreement and each other Transaction Document, Caster and Seller hereby grant to Prime a continuing security interest in and to distributions they may be entitled to receive at any time after the Closing in respect of any ownership interest held by them in Newco. In connection with the grant of a security interest contained in this Section, each of Caster and Seller agrees (i) which to execute all documents, agreements, instruments and certificates, and to take such Lender other actions, as are reasonably necessary in order to fully evidence and perfect such security interest, and (ii) that it, for a period of five (5) years after the Closing, will not, without obtaining the express prior written consent of Prime in each instance, grant or assign to any person or entity rights of any nature in the distributions covered by the security interest granted in this Section, irrespective of whether such LC Issuing Bank rights are to be senior or subordinate to the rights granted under this Section; provided, however, that clause (ii) shall not prohibit Permitted Transfers (as such term is defined in the Organizational Documents) of its ownership interest in Newco, as long as the transferee (A) executes a certificate acknowledging that such distributions with respect to the ownership interest transferred remain subject to the offset rights and security interest granted under this Section as though such transferee and it were one and the same person and (B) executes and consents to the filing of all documents, agreements, instruments and certificates, and takes such other actions, as are necessary in order to fully evidence and perfect such security interest. Caster and Seller acknowledge and agree that the rights and obligations contained in this Section shall remain attached to any membership interests of Newco conveyed by them, regardless of whether the conveyance was permitted pursuant to the Organizational Documents and/or consented to by Prime. In addition, Prime may haverequire any such transferee to execute an acknowledgment recognizing the applicability of the rights and obligations contained in this Section to the membership interest transferred.

Right of Set-off. (a) Upon (i) the occurrence and during the continuance of any Event of Default with respect to such Borrower and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.02 Section 6.1 to authorize the Administrative Agent to declare the Advances all amounts owing hereunder by such Borrower due and payable pursuant to the provisions of Section 6.026.1, each Lender and Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Lender, such LC Issuing Bank, as applicable, Bank or Affiliate to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreementany Loan Document, irrespective of whether or not such Lender, such LC Issuing Bank or Affiliate shall have made any demand under such Loan Document and although such obligations may be unmatured or contingent or are owed to a branch, office or Affiliate of such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although different from the branch, office or Affiliate holding such obligations may be unmatureddeposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and each LC Issuing Bank agrees promptly to notify the applicable Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableLender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 8.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. (b) Each Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of any Borrower’s rights to any independent claim that such Borrower may have against the Agent, any LC Issuing Bank or any Lender for the Agent’s, such LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, any LC Issuing Bank may haveor any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or any LC Issuing Bank, and no LC Issuing Bank shall be liable for the conduct of any Lender or the Agent.

Right of Set-off. ‌ Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances outstanding Borrowings due and payable pursuant to the provisions of Section 6.026.01, each Lender and Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or Lender, such LC Issuing Bank, as applicableBank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender or Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Lender or such LC Issuing Bank, as applicable, application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the either Co-Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(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 Administrative Agent, the LC Issuing Banks, Lenders and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower Co-Borrowers and Guarantors after any such set-off and application made by such Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicablethe 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 each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. (a) Upon (i) the i)the occurrence and during the continuance of any Event of Default with respect to any Borrower, and (ii) the ii)the making of the request or the granting of the consent specified by Section 6.02 8.02 to authorize the Administrative Agent to declare the Advances Notes due and payable pursuant to the provisions of Section 6.028.02, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the such Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this AgreementAgreement and the Note held by such Lender, irrespective of whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement or such Notes and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the such Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicableLender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have. (b) Each Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of such Borrower's rights to any independent claim that such Borrower may have against the Administrative Agent or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent or any other Lender, and the Administrative Agent shall not be liable for the conduct of any Lender.

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

Right of Set-off. Upon (i) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and each Issuing Bank shall have the right, subject to the prior written consent of the Administrative Agent, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant Default, without prior notice to the provisions of Section 6.02Borrower, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) ), in any currency, of the Borrower at any time held and or other indebtedness obligations at any time owing by such Lender or and such LC Issuing Bank, as applicable, Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not Obligations held by such Lender or such LC Issuing Bank, as the case may be, irrespective of whether such Lender or such Issuing Bank shall have made any demand under this Agreement hereunder, to the extent such Obligations are due and although such obligations may be unmaturedpayable; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(b) and, pending such payment, shall be segregated by such #96545445v8 Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender or such LC Issuing Bank, as applicable, 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 each Each Lender and each LC Issuing Bank under this Section 8.05 are in addition agrees to other rights and remedies (including, without limitation, other rights of apply all amounts collected from any such set-off) which off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such LC Issuing Bank may haveBank.

Right of Set-off. ‌ Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 6.01 to authorize the Administrative Agent to declare the Advances outstanding Borrowings due and payable pursuant to the provisions of Section 6.026.01, each Lender, each LC Issuing Bank, the Swingline Lender and each LC Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or Lender, such LC Issuing Bank, as applicablethe Swingline Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this AgreementAgreement or any other Loan Document to such Lender, such LC Issuing Bank or the Swingline Lender or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank, the Swingline Lender or such LC Issuing Bank Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank or the Swingline Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and The rights of each Lender, each LC Issuing Bank agrees promptly Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to notify the Borrower after any other rights and remedies (including other rights of setoff) that such set-off and application made by such Lender or Lender, such LC Issuing Bank, as applicablethe Swingline Lender or their respective Affiliates may have. Each Lender, each LC Issuing Bank and the Swingline Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

Right of Set-off. Upon (i) the occurrence Each of VCC and during the continuance Couch agrees that Newco shall have rights of offset against distributions to it in respect of any Event direct or indirect ownership interest any of Default 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, each Lender and each LC Issuing Bank is hereby authorized them may have in Newco at any time and from time to timefollowing the Closing, to the fullest extent permitted by law, to set off and apply for any and all deposits (general debts, obligations or specialliabilities that KCL, time VCC or demandCouch may have to Prime, provisional PMSI or final) at any time held and other indebtedness at any time owing by such Lender affiliate or such LC Issuing Banksubsidiary of PMSI, as applicable, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, any liability arising out of or relating to any obligations arising under Section 6.1 of this Agreement, or other obligations owed under this Agreement or any other Transaction Document. Each of VCC and Couch hereby authorizes and directs Newco to, and hereby agrees that Newco is entitled to, withhold and pay such offset amounts to Prime and to take all other actions necessary to make such payment. Newco hereby agrees to promptly remit any and all such offset amounts to Prime upon request. Without limiting or adversely affecting the rights of set-offPrime under this Section, and in order to secure full and prompt payment of the obligations of KCL, VCC and Couch under this Agreement and each other Transaction Document, each of VCC and Couch hereby grants to Prime a continuing security interest in and to distributions either of them may be entitled to receive at any time after the Closing in respect of any direct or indirect ownership interest held by either of them in Newco. In connection with the grant of a security interest contained in this Section, each of VCC and Couch agrees (i) which to execute all documents, agreements, instruments and certificates, and to take such Lender other actions, as are reasonably necessary in order to fully evidence and perfect such security interest, and (ii) that it will not, without obtaining the express prior written consent of Prime in each instance, grant or assign to any person or entity rights of any nature in the distributions covered by the security interest granted in this Section, irrespective of whether such LC Issuing Bank rights are to be senior or subordinate to the rights granted under this Section; provided, however, that clause (ii) shall not prohibit Permitted Transfers (as such term is defined in the Organizational Documents) of its ownership interest in Newco, as long as the transferee (A) executes a certificate acknowledging that such distributions with respect to the ownership interest transferred remain subject to the offset rights and security interest granted under this Section as though such transferee and it were one and the same person and (B) executes and consents to the filing of all documents, agreements, instruments and certificates, and takes such other actions, as are necessary in order to fully evidence and perfect such security interest. Each of VCC and Couch acknowledges and agrees that the rights and obligations contained in this Section shall remain attached to membership interests of Newco conveyed by it, regardless of whether the conveyance was permitted pursuant to the Organizational Documents and/or consented to by Prime. In addition, Prime may haverequire any such transferee to execute an acknowledgment recognizing the applicability of the rights and obligations contained in this Section to the membership interest transferred.

Right of Set-off. Upon (ia) the occurrence and during the continuance of any Event of Default and (b) pursuant to Article XI of the Credit Agreement, (i) the making by the Majority Lenders of the request to authorize, or (ii) the making of consenting by the request or the granting of the consent specified by Section 6.02 to authorize Majority Lenders authorizing, the Administrative Agent to declare the Advances Loans due and payable pursuant to the provisions of Section 6.02said Article XI, each Lender and each LC Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, Affiliate to or for the credit or the account of the Borrower Guarantor against any and all of the obligations of the Borrower Guarantor now or hereafter existing under this AgreementGuaranty, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement Guaranty. Each Lender shall promptly notify the Guarantor after any such set off and although such obligations may be unmaturedapplication; provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with and/or cash collateralization pursuant to Section 4.7 of the provisions of Section 2.19(b)(iii) Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the LendersBorrower as therein provided, and (y) the such Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrower after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, ; provided further that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of each Lender and each LC Issuing Bank its affiliates under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-set off) which that such Lender or such LC Issuing Bank and its affiliates may have.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by pursuant to Section 6.02 to authorize 7.01(b), the Administrative Agent, the Collateral Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender (and each LC Issuing Bank is their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal but excluding deposits in 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 Indebtedness at any time owing by the Administrative Agent and each such Lender (or any of such LC Issuing Bank, as applicable, banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the obligations Loan Documents, irrespective of the Borrower now or hereafter existing under this Agreement, whether or not the Administrative Agent or such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmaturedany Loan Document; provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii2.26(f) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off set‑off and application made by such Lender or the Administrative Agent (or any of such LC Issuing Bankbanking Affiliates), as applicable, the case may be; provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of each Lender and each LC Issuing Bank the Administrative Agent under this Section 8.05 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank and the Administrative Agent may havehave upon the occurrence and during the continuance of any Event of Default.