Common use of Right of Set-off Clause in Contracts

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender and each 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 final 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, each such Issuing Lender and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are is hereby irrevocably authorized at any time and from time to timetime (unless the Administrative Agent or such Lender, as applicable, has agreed to the fullest extent permitted contrary) without notice to the Guarantor, any such notice being expressly waived by lawthe Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against or on account of the Obligations and liabilities of the Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Guarantor, in any and all of any such overdue amounts owing currency, whether arising hereunder, under the Credit Agreement, any other Loan DocumentsDocument or otherwise, irrespective of as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender shall have has made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any for payment and although such right of setoffobligations, (x) all amounts so set off will liabilities and claims may be paid over immediately to the contingent or unmatured. The Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting and each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to shall notify the Borrower and Guarantors after Guarantor promptly as of any such set-off and the application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)Lender, as the case may be, of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender under this Section 2.23 paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent or such Lender may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agenteach Lender, each Issuing Lender Bank and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits and in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarywhatever currency denominated) at any time held and other Indebtedness obligations at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor Subsidiary against any of and all the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that any Loan Documentrecovery 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 provided, further, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.24 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b), the Administrative Agent, the Collateral Agent6.01, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender 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 Loan Documentsuch 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 exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.20(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks, the Swing Line Banks and the Lenders and (y) the such Defaulting Lender 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 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent its Affiliates under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that such Lender and the Administrative Agent its Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor Subsidiary against any of and all the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under any this Agreement or such other Loan DocumentDocument and although the obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.22 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agenteach Lender, each Issuing Lender Bank and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits and in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarywhatever currency denominated) at any time held and other Indebtedness obligations at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that any Loan Documentrecovery 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 provided, further, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.24 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified in Section 6.01 to authorize the Administrative Agent to declare the Advances and all Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, each of the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing the Obligations of the Borrower now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any Loan DocumentNote or Notes and although such Obligations may be unmatured; provided that in the event that any Defaulting Lender exercises any such right of setoffset-off, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender, each Issuing Lender and the The Administrative Agent agree and each Lender agrees 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 banking Affiliates), as the case may beapplication; 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 the Administrative Agent and each Lender and their respective Affiliates under this Section 2.23 8.08 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and the Administrative Agent their respective Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (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 it (or any of its banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, each Lender, the Collateral AgentSwing Line Lender, each the Issuing Lender Bank, and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, each such Lender, the Swing Line Lender, the Issuing Lender and each such Lender (Bank or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing under Loan Party now or hereafter existing to the Loan DocumentsAdministrative Agent, such Lender, the Swing Line Lender or the Issuing Bank, irrespective of whether or not the Administrative Agent Agent, such Lender, the Swing Line Lender or such Lender the Issuing Bank shall have made any demand under this Agreement or any other Loan DocumentDocument and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, such Lender, the Swing Line Lender or the 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 exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.17 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swing Line Lender, the Issuing Lenders Bank, and the Lenders Lenders, and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Administrative Agent, each Lender, the Swing Line Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the Swing Line Lender, the Issuing Bank or their respective Affiliates may have. Each Lender, each Issuing the Swing Line Lender and the Administrative Agent agree promptly Issuing Bank agrees to notify the Borrower and Guarantors the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral AgentTrustee, each Issuing Lender and each 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 final 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, each such Issuing Lender and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender Local Collateral Agent and each 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 final but excluding deposits in the Escrow Accountsfinal) (other than escrow, Payroll Accounts trust, and other tax accounts, in each case, held in trust for an identified beneficiary) at any time held and other Indebtedness indebtedness (including obligations owing under any derivatives positions) at any time owing by the Administrative Agent, the Collateral Agent, each such Issuing Lender Local Collateral Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent, the Collateral Agent, each such Local Collateral Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Administrative Agent and 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 its banking Affiliates)) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and applicable made by such Person, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent, the Collateral Agent and each Local Collateral Agent under this Section 2.23 ‎Section 2.19 are in addition to other rights and remedies which such Lender and the Administrative Agent, the Collateral Agent and each Local Collateral Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral AgentDefault, each Issuing Lender Bank and each Lender (and their its respective banking Affiliates) are 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 final, but specifically excluding deposits in the Escrow Accounts, Payroll Accounts and other any trust or segregated accounts, in each case, held in trust for an identified beneficiary) at any time held by such Bank and any and all other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Bank or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing the Borrower’s Obligations now or hereafter existing under the Loan Documents, this Agreement irrespective of whether or not the Administrative Agent or such Lender Bank shall have made any demand under this Agreement or under any Loan Documentof the other Transaction Documents and although such obligations may be contingent 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 exercises Bank shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.21 and, pending such payment, will 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 Issuing Lenders Agent and the Lenders Banks, and (y) the Defaulting Lender will 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 setoff. Each Lender, each Issuing Lender and the Administrative Agent agree Bank agrees to promptly to notify the Borrower and Guarantors after any such set-off and application made by such LenderBank, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)provided, as the case may be; 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, each Issuing Lender and the Administrative Agent Banks under this Section 2.23 9.02 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent Banks may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agenteach Lender, each Issuing Lender Bank and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits and in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarywhatever currency denominated) at any time held and other Indebtedness obligations at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that any Loan Documentrecovery 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 provided, further, that in the event that any Defaulting Lender exercises shall exercise any such right of setoffset-off, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.24 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and applicationoff. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral AgentDuring an Existing Default, each Issuing Lender and each Lender is hereby authorized, without notice to Reseller (and their respective banking Affiliates) are hereby authorized at any time and from time to timesuch notice being expressly waived by Reseller), to the fullest extent permitted by law, to set off and apply against the Loan Obligations any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and final) or any other accounts, in each case, held in trust for an identified beneficiary) assets at any time held and by or at such Lender or under the control of or otherwise pledged to such Lender, or any other Indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliatesits Affiliate) 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 Loan DocumentsReseller, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 this Agreement or the Administrative Agent (Notes or any of Guaranty and although such banking Affiliates), as the case Loan Obligations may be; provided that the failure to give such notice shall not affect the validity of such set-off and applicationbe unmatured. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies (including other rights of set-off) which such Lender may otherwise have. Any such amounts, deposits, property or assets shall be promptly turned-over to Administrative Agents in the form received for application to the Loan Obligations as set forth in this Agreement, and until turned over to Administrative Agents such amounts, deposits, property and assets shall be held by such Lender in trust for the benefit of Administrative Agents and the other Lenders. During an Existing Default, Administrative Agent Agents are hereby authorized, without notice to Reseller (any such notice being expressly waived by Reseller), to set off and apply against the Loan Obligations any and all deposits (general or special, time or demand, provisional or final) or other assets at any time held by or at Administrative Agents, or under the control of or otherwise pledged to Administrative Agents, or any other Indebtedness at any time owing by Administrative Agents or any Affiliate thereof to or for the credit or the account of Reseller, irrespective of whether or not Administrative Agents or any Affiliate thereof shall have made any demand under this Agreement or the Loan Obligations and although such Loan Obligations may have upon the occurrence and during the continuance of any Event of Defaultbe unmatured.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other party to a Loan Document against any and all of any the Obligations of the Borrower or such overdue amounts owing other party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or any Loan DocumentNote or Notes and although such obligations may be unmatured; provided provided, however, that in the event that any Defaulting Lender exercises shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 9.10 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will shall promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the The Administrative Agent agree and each Lender Party agrees promptly to notify the Borrower and Guarantors or such other party after any such set-off and application made by such Lenderapplication; provided, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)however, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender Party and their respective Affiliates under this Section 2.23 9.05 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent may and Lender Parties shall have upon no right to set off against deposits which are subject to a security interest or rights of another lender, or which are held for the occurrence and during the continuance benefit of any Event of DefaultPerson, including any Subsidiary, that is not party to a Loan Document.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the The Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are is hereby irrevocably authorized at any time and from time to time, time without notice to the fullest extent permitted Guarantor, any such notice being expressly waived by lawthe Guarantor, upon any amount of the Obligations becoming due and payable (whether at stated maturity, by acceleration or otherwise), to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each the Collateral Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as the Administrative Agent, the Collateral Agent or such Lender may elect, against or on account of the obligations and liabilities of the Guarantor against any to the Administrative Agent, the Collateral Agent or such Lender hereunder and all claims of any such overdue amounts owing under the Loan Documents, irrespective every nature and description of whether or not the Administrative Agent or such Lender shall have made against the Guarantor, in any demand currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoffDocument or otherwise, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of as the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Collateral Agent or such Lender will provide promptly to may elect, whether or not the Administrative Agent, the Collateral Agent a statement describing in reasonable detail or such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Obligations owing to such Defaulting Collateral Agent and each Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to shall notify the Borrower and Guarantors after Guarantor promptly of any such set-off and the application made by the Administrative Agent, the Collateral Agent or such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be, of the proceeds thereof; provided 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 the Administrative Agent, the Collateral Agent and each Lender under this Section 2.23 paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent or such Lender may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant Subject always to Section 7.01(b)3.4, if the Administrative Agent, Maturity Date has occurred (including by acceleration of the Collateral Agentmaturity of the Advances in accordance with the terms hereof) and the Advances have otherwise become due and have not been paid in full, each Issuing Lender and each Lender (and their respective banking Affiliates) are is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final final, in whatever currency, but excluding deposits in the Escrow Accounts, Payroll Accounts and any event deposit or other accounts, in each case, amounts held in trust a trustee, fiduciary, agency or similar capacity or otherwise for an identified beneficiarythe benefit of a third party) at any time held and other Indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such 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 the obligations of the Borrower now or hereafter then due and owing under the this Agreement or any other Loan DocumentsDocument to such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations of the Borrower may be 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 exercises shall exercise any such right of setoff, (xi) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.19 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (yii) the Defaulting Lender will 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, The rights of each Issuing Lender and the Administrative Agent agree promptly its respective Affiliates under this Section 10.15 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and Guarantors the Administrative Agent promptly after any such set-off setoff and application made by such Lenderapplication; provided, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by lawapplicable Requirements of Law (subject to the provisions of an applicable Intercreditor Agreement), to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Secured Party to or for the credit or the account of the Borrower or any a Guarantor against any and all of the obligations of the Borrowers or such Guarantor now or hereafter existing under this Agreement or any other Loan Document to such overdue amounts owing under the Loan DocumentsSecured Party, irrespective of whether or not the Administrative Agent or such Lender Secured Party shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.15 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders other Secured Parties, and (y) the Defaulting Lender will 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 Secured Party and their respective Affiliates under this Section 5.01 are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or their respective Affiliates may have. Each Lender, each Issuing Lender Secured Party agrees to notify the respective Guarantor and the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off setoff and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may beapplication; 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, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are Issuing Bank is hereby authorized at any time and from time to timetime thereafter, 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor other Subsidiary against any of and all the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under any this Agreement or such other Loan DocumentDocument and although the obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.23 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agenteach Lender, each Issuing Lender Bank and each Lender (and their respective banking Affiliates) are 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 but excluding deposits and in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarywhatever currency denominated) at any time held and other Indebtedness obligations at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of Parent, the Borrower Borrowers or any Guarantor Subsidiary against any of and all the obligations of Parent or any Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that any Loan Documentrecovery 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 provided, further, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.24 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent8.03, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of the Borrower now or hereafter existing under this Agreement, the Note held by such overdue amounts owing under Bank, and the Loan other Credit Documents, irrespective of whether or not the Administrative Agent or such Lender Bank shall have made any demand under this Agreement, such Note, or such other Credit Documents, and although such obligations may be unmatured. Each Bank agrees to promptly notify the Borrower after any Loan Documentsuch set‑off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set‑off) which such Bank may have; provided provided, however, that in the event that any Defaulting Lender exercises any such right of setoffset-off hereunder, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.16(b) and, pending such payment, will be segregated by such Defaulting Lender from form its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders Banks and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and applicationoff. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.ARTICLE IX

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.16(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon either (a) the occurrence and during the continuance of any Event of Default under Section 6.01(a) or 6.01(e) involving the Borrower or (b) (i) the occurrence and during the continuance of any other Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b), the Administrative Agent, the Collateral Agent6.01, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender 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 Loan Documentsuch 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 exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the such Defaulting Lender 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 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent its Affiliates under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set off) that such Lender and the Administrative Agent its Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that Administrative Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Bank, the Swing Line Bank and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon In addition to any rights and remedies of the Secured Parties provided by Law, each Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of any an Event of Default pursuant without notice to Section 7.01(bsuch Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, upon any amount becoming due and payable by such Guarantor hereunder (whether at stated maturity, by acceleration or otherwise), the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest maximum extent permitted by applicable law, to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding final) other than deposits held in the Escrow Exempt Deposit Accounts, Payroll Accounts in any currency, and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Secured Party to or for the credit or the account of the Borrower or any such Guarantor against any and all of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Secured Party shall have made any demand under this Guaranty or any other Loan Document; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.19 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender Secured Party shall notify such Guarantor and the Administrative Collateral Agent agree promptly to notify the Borrower and Guarantors after of any such set-off and the appropriation and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may beSecured Party; provided that the failure to give such notice shall not affect the validity of such set-off and appropriation and application. The rights This Section 4 is subject to the terms and conditions set forth in Section 10.09 of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of DefaultCredit Agreement.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing the Obligations of the Borrower now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under any Loan Documentthis Agreement or such Note or Notes and although such Obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoffset off, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.15 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the The Administrative Agent agree and each Lender Party agrees promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lenderapplication; provided, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)further, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender Party and their respective Affiliates under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and the Administrative Agent their respective Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon To the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by the Credit Agreement, in addition to any rights and remedies of the Guarantees Parties provided by law, each Guaranteed Party shall have the right, without notice to set off any Guarantor, any such notice being expressly waived by each Guarantor to the extent permitted by applicable law, upon any Guaranteed Obligations becoming due and payable by any such Guarantor (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Guaranteed Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agentsuch Guaranteed Party, each such Issuing Lender and each such Lender (any affiliate thereof or any of such banking Affiliates) their respective branches or agencies 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan DocumentGuarantor; provided that in the event that any Guaranteed Party that is a Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.23 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentother Guaranteed Parties, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender Guaranteed Party shall promptly notify the Guarantors and the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by such LenderGuaranteed Party, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent Guaranteed Party under this Section 2.23 7 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that such Lender and the Administrative Agent Guaranteed Party may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the The Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are is hereby irrevocably authorized at any time and from time to timetime when an Event of Default has occurred and is continuing, without notice to the fullest extent permitted Guarantor, any such notice being expressly waived by lawthe Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against or on account of the obligations and liabilities of the Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against the Guarantor, in any and all of any such overdue amounts owing currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan DocumentsDocument or otherwise, irrespective of as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such Lender shall have has made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any for payment and although such right of setoffobligations, (x) all amounts so set off will liabilities and claims may be paid over immediately to the contingent or unmatured. The Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting and each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to shall notify the Borrower and Guarantors after Guarantor promptly of any such set-off and the application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)Lender, as the case may be, of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender under this Section 2.23 paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent or such Lender may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) In the occurrence event that the Buyer has made a good faith claim for indemnification in accordance with this Article IX or Section 6.10(c), and during any Product Payments are required to be made after such time that Wyeth received $20,000,000 as contemplated by Section 2.6(a)(i), then such Product Payments shall be reduced by an aggregate amount (a “Set Off Amount”) equal to the continuance of Claim Amount stated in the Claim Notice or Third Party Claim Notice, as applicable, for such indemnification claim to the extent such Claim Amount has not been recovered from the remaining Tax Escrow Funds or General Escrow Funds, as applicable, or pursuant to this Section 9.6(a); provided, however, that the Set Off Amount resulting from any Event of Default claim for indemnification pursuant to Section 7.01(b9.1(a) shall not exceed 15% of such Product Payment. (b) In any case where the Buyer is entitled to reduce a Product Payment pursuant to Section 9.6(a), the Administrative AgentBuyer shall, on the date on which the payment of each Product Payment with respect to which such right was exercised would otherwise have been due, deliver a written notice to the Indemnification Representative stating that Buyer has exercised its rights thereunder with respect to such Product Payment, the Collateral Agentamount of the applicable Set Off Amount and an identification of the Claim Notice that provides notice of the claim that is the basis of the Buyer’s having exercised its rights in this Section 9.6. (c) In any case where the Buyer retains a Set Off Amount pursuant to this Section 9.6, each Issuing Lender if it is later determined that the Buyer was not entitled to indemnification with respect to all or any portion of such Set Off Amount by (i) a final, non appealable judgment of a court of competent jurisdiction, (ii) a final, binding resolution of an arbitrator or (iii) the mutual agreement of Buyer and each Lender the Indemnification Representative, Buyer shall promptly (and their respective banking Affiliatesand, in any event, within 10 Business Days) are hereby authorized at any time and from time pay the Set Off Amount with respect to time, which Buyer was not entitled to indemnification to the fullest extent permitted by law, to set off and apply any and all deposits (general party or special, time or demand, provisional or final 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 account designated by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Indemnification Representative for distribution pursuant 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates2.6(b), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are hereby authorized at authorized, without notice to such Subsidiary Guarantor or any time and from time to timeother Subsidiary Guarantor, to the fullest extent permitted any such notice being expressly waived by laweach Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any part thereof, in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Subsidiary Guarantor, in any and all of any such overdue amounts owing currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan DocumentsDocuments or otherwise, irrespective of as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such any Lender shall have has made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any for payment and although such right of setoffobligations, (x) all amounts so set off will liabilities and claims may be paid over immediately to the contingent or unmatured. The Administrative Agent for further application in accordance with the provisions and each Lender shall notify such Subsidiary Guarantor promptly of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and the application made by the Administrative Agent or such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender under this Section 2.23 4 are in addition to other rights and remedies (including other rights of set-off) which such Lender and the Administrative Agent or such Lender may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor Grantor against any of and all the obligations of any such overdue amounts Grantor then due and owing under this Agreement held by the Loan DocumentsAdministrative Agent or such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Agreement and although (i) such obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office of the Administrative Agent 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 exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.14 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing The Administrative Agent and the applicable Lender shall notify the Borrower (on behalf of the applicable Grantor) and 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 banking Affiliates), as the case may besetoff and 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. The rights of each Lenderthe Administrative Agent, each Issuing Lender and the Administrative Agent their respective Affiliates under this Section 2.23 are in addition to other rights and remedies which (including other rights of setoff) that the Administrative Agent, such Lender and the Administrative Agent their respective Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are L/C Issuer 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) L/C Issuer to or for the credit or the account of the any Borrower or any Guarantor Subsidiary against any of and all the obligations of any Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such L/C Issuer, irrespective of whether or not the Administrative Agent such Lender or such Lender L/C Issuer shall have made any demand under any this Agreement or such other Loan DocumentDocument and although the obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.22 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent each L/C Issuer under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such L/C Issuer may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final but excluding deposits in accounts pledged to secure other Indebtedness of the Borrower or any Guarantor, the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (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 it (or any of its banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender Xxxxxx and the Administrative Agent may have 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 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 7.01(b), the Administrative Agent, the Collateral Agent6.01, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) to or for the credit or the account of the Borrower Company now or any Guarantor against any and all of any such overdue amounts owing hereafter existing under the Loan Documentsthis Agreement, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Agreement and although such obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.15(b) and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors Company after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the any Borrower or any Guarantor other Loan Party against any and all of any the Obligations of such overdue amounts owing Borrower or such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations may be unmatured. The Administrative Agent and each Lender agrees promptly to notify the Borrowers or such Loan Party after any such set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the event that Administrative Agent, such Lender and their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.17 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agenteach Lender, each Issuing Lender Bank and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits and in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarywhatever currency denominated) at any time held and other Indebtedness obligations at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that any Loan Documentrecovery 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 provided, further, that in the event that any Defaulting Lender exercises shall exercise any such right of setoffset-off, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.24 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Master Collateral Agent, each Issuing Lender the Collateral Administrator and each 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 final 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 the Master Collateral Agent, the Collateral Administrator and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor Loan Party against any and all of any such overdue amounts owing to such Person under the Loan Documents, irrespective of whether or not the Administrative Agent Agent, the Master Collateral Agent, the Collateral Administrator or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender the Master Collateral Agent, the Collateral Administrator and the Administrative Agent agree promptly to notify the Borrower and Guarantors Loan Parties after any such set-off and application made by such Lender, such Issuing Lender the Master Collateral Agent, the Collateral Administrator or the Administrative Agent (or any of such banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender the Master Collateral Agent, the Collateral Administrator and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender Lender, the Administrative Agent, the Master Collateral Agent and the Administrative Agent Collateral Administrator may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any of and all the obligations of any such overdue amounts owing Subsidiary Guarantor now or hereafter existing under the Loan Documentsthis Guaranty owed to such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Guaranty and although such obligations may be unmatured; provided that in the event provided, however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender exercises or any such of its respective Affiliates shall have a right of setoff, (x) all amounts so to set off will be paid over immediately and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the Administrative Agent for further application in accordance with credit or the provisions account of any subsidiary of a Loan Party that (i) is not a “United States person” within the meaning of Section 2.26(g7701(a)(30) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentCode or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such subsidiary is not a direct or indirect Subsidiary of the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-set off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; 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, each Issuing Lender and the Administrative Agent under this Section 2.23 10 are in addition to other rights and remedies which (including other rights of set off) that such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon As security for the occurrence prompt payment when due on the liabilities of the Guarantors hereunder, the Guarantors hereby grant to the Administrative Agent and during the continuance Lenders a lien and security interest in all property of the Guarantors now or at any later time in the Administrative Agent's or any Lender's possession in any capacity including, but not limited to, any balance or share of any Event deposit account, or otherwise, now or hereafter owed by the Administrative Agent or any Lender from time to time to the Guarantors in any regard or in any capacity, and whether or not then due. Such lien and security interest shall be independent of Default pursuant any right of setoff that the Administrative Agent and the Lenders may have. If any liability of any Guarantor hereunder is not paid to Section 7.01(b)the Administrative Agent when due, the Administrative Agent and the Lenders may forthwith: (i) set-off against the liabilities of any Guarantor hereunder all moneys owed by the Administrative Agent or any Lender to any Guarantor in any capacity, whether or not then due, and whether provisionally or finally credited upon the Administrative Agent's and the Lenders' books and records; and (ii) sell all or any part of any such property held as collateral on or at the option of the Administrative Agent and the Lenders, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time or times without advertisement, demand or notice 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 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, each such Issuing Lender and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against (any and all of any which are hereby waived), except such overdue amounts owing under notice, if any, as may be required by Law and cannot be waived, with the Loan Documents, irrespective right on the part of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) or their respective nominees to become the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to notify the Borrower and Guarantors after purchasers thereof at any such set-off and application made by such Lendersale, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance free of any Event equity of Defaultredemption and of all other claims.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)7.01, the Administrative Agent, the Collateral Agent, each Bank and each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Bank or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the a Borrower or any Guarantor against any and all of any the obligations of such overdue amounts owing Borrower now or hereafter existing under this Agreement and the Loan DocumentsNote held by the Administrative Agent, such Bank or such Issuing Bank, irrespective of whether or not the Administrative Agent Agent, such Bank or such Lender Issuing Bank shall have made any demand under any Loan Documentthis Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.21 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders Banks and (y) the such Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lenderof the Administrative Agent, each Bank and each Issuing Lender and the Administrative Agent agree Bank agrees promptly to notify the Administrative Agent and such Borrower and Guarantors after any such set-off and application made by such Lenderthe Administrative Agent, such Bank or such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lenderthe Administrative Agent, each Bank and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 are in addition to other rights and remedies (including other rights of set-off) which such Lender and the Administrative Agent Agent, such Bank or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral AgentDefault, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby its Affiliates is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Affiliate 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 Loan DocumentsGuaranteed Obligations, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Agreement and although such obligations of such Guarantor may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch 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 exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.19 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, The rights of each Issuing Lender and the Administrative Agent agree promptly 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 agrees to notify the Borrower and Guarantors the Administrative Agent promptly after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other party to a Loan Document against any and all of any the Obligations of the Borrower or such overdue amounts owing other party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under any Loan Documentthis Agreement or such Note or Notes and although such obligations may be unmatured; provided provided, however, that in the event that any Defaulting Lender exercises shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 9.10 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Bank, the Swing Line Bank and the Lenders Lenders, and (y) the Defaulting Lender will shall promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the The Administrative Agent agree and each Lender Party agrees promptly to notify the Borrower and Guarantors or such other party after any such set-off and application made by such Lenderapplication; provided, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)however, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender Party and their respective Affiliates under this Section 2.23 9.05 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent may and Lender Parties shall have upon no right to set off against deposits which are subject to a security interest or rights of another lender, or which are held for the occurrence and during the continuance benefit of any Event of DefaultPerson, including any Subsidiary, that is not party to a Loan Document.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever Currency) at any time held and other Indebtedness obligations at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Affiliate to or for the credit or the account of any Obligor against any of and all the Borrower obligations of any Obligor now or hereafter existing under this Agreement or any Guarantor against any and all of any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Agreement and although such obligations may be contingent or unmatured, or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness. 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) which such Lender or Affiliate may have; provided that in the event that any Defaulting Lender exercises any such right of setoff, (xa) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.15 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (yb) the Defaulting Lender 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 the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon Subject to the Orders, the final proviso to Section 6.01 and the proviso to Section 6.02, upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Bank (if applicable), the Collateral Agent and each applicable Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each Bank, the Collateral Agent or such Lender (or any of such banking Affiliates) Affiliate 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 and any Note held by the Agent, such overdue amounts owing under Issuing Bank, the Loan DocumentsCollateral Agent or such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured, provided, however, that no such right shall exist against any Loan Document; provided deposit designated as being for the benefit of any governmental authority, provided, further, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.19 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lenderapplication, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, the Agent, each Issuing Lender Bank, the Collateral Agent and the Administrative Agent each such Affiliate under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that the Agent, the Issuing Banks, the Collateral Agent, the Lenders or such Lender and the Administrative Agent Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative each Agent, the Collateral Agent, each Issuing Lender and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (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 it (or any of its banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative each Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative such Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are hereby authorized at authorized, without notice to such Subsidiary Guarantor or any time and from time to timeother Subsidiary Guarantor, to the fullest extent permitted any such notice being expressly waived by laweach Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any part thereof, in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Subsidiary Guarantor, in any and all of any such overdue amounts owing currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan DocumentsDocuments or otherwise, irrespective of as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such any Lender shall have has made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any for payment and although such right of setoffobligations, (x) all amounts so set off will liabilities and claims may be paid over immediately to the contingent or unmatured. The Administrative Agent for further application in accordance with the provisions and each Lender shall notify such Subsidiary Guarantor promptly of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and the application made by the Administrative Agent or such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender under this Section 2.23 4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent or such Lender may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are L/C Issuer 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) L/C Issuer to or for the credit or the account of the Borrower or any Guarantor Subsidiary against any of and all the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such L/C Issuer, irrespective of whether or not the Administrative Agent such Lender or such Lender L/C Issuer shall have made any demand under any this Agreement or such other Loan DocumentDocument and although the obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.22 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent each L/C Issuer under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such L/C Issuer may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, without prior notice to the fullest Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final but excluding deposits in final) of the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) Borrower at any time held and or other Indebtedness obligations at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any Obligations held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documenthereunder and although such Obligations may be unmatured; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(b) and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Administrative Agent and the Borrower and Guarantors after any such set-off and any application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of each its Subsidiaries to such Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have 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 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b), the Administrative Agent, the Collateral Agent6.01, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender 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 Loan Documentsuch 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 exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.20(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the such Defaulting Lender 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 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent its Affiliates under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that such Lender and the Administrative Agent its Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. 131 Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks, the Swing Line Bank and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations may be unmatured. The Administrative Agent and each Xxxxxx agrees promptly to notify the Borrower or such Loan Party after any such set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the event that Administrative Agent, such Lender and their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are hereby authorized at authorized, without notice to such Subsidiary Guarantor or any time and from time to timeother Subsidiary Guarantor, to the fullest extent permitted any such notice being expressly waived by laweach Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final), in the Escrow Accountsany currency, Payroll Accounts and any other accountscredits, indebtedness or claims, in any currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower such Subsidiary Guarantor, or any part thereof, in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Subsidiary Guarantor, in any and all of any such overdue amounts owing currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan DocumentsDocuments or otherwise, irrespective of as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or such any Lender shall have has made any demand under any Loan Document; provided that in the event that any Defaulting for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender exercises shall notify such Subsidiary Guarantor promptly of any such right of setoff, (x) all amounts so set off will be paid over immediately to setoff and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to notify the Borrower and Guarantors after any such set-off and application made by or such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent and each Lender under this Section 2.23 4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and the Administrative Agent or such Lender may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender Party and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.18(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks, the Swing Line Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 (which shall promptly notify the Revolving Lenders thereof), and in such event the provisions of Section 2.26(g) will apply to all amounts thereafter paid by either Co-Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim either Co-Borrower, the Administrative Agent, any Issuing Lender, or any Lender may have against such Defaulting Lender. (i) If the Co-Borrowers, the Administrative Agent and the Issuing Lenders agree in writing that a Revolving Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified in such banking Affiliatesnotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.26(g)), such Revolving Lender shall purchase at par such portions of outstanding Revolving Loans of the other Revolving Lenders, and/or make such other adjustments, as the case Administrative Agent may bedetermine to be necessary to cause the Revolving Lenders to hold Revolving Loans on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Revolving Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and the LC Exposure of each Revolving Lender shall automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments shall be made retroactively with respect to fees accrued while such Revolving Lender was a Defaulting Lender; and provided, further, that except to the failure extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to give Non-Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising from such notice shall not affect Revolving Lender’s having been a Defaulting Lender. (j) Notwithstanding anything to the validity of such set-off and application. The rights of each Lendercontrary herein, each (x) any Lender that is an Issuing Lender and the Administrative Agent under this Section 2.23 are hereunder may not be replaced in addition its capacity as an Issuing Lender at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to other rights and remedies which such Issuing Lender have been made with respect to such outstanding Letters of Credit and the Administrative Agent may have upon not be replaced hereunder except in accordance with the occurrence and during the continuance terms of any Event of DefaultSection 8.05.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any of and all the obligations of any such overdue amounts Guarantor then due and owing under this Agreement held by the Loan DocumentsAdministrative Agent or such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Agreement and although (i) such obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office of the Administrative Agent or 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 exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.14 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing The Administrative Agent and the applicable Lender shall notify the Borrower (on behalf of the applicable Guarantor) and 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 banking Affiliates), as the case may besetoff and 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 Lenderthe Administrative Agent, each Issuing Lender and the Administrative Agent their respective Affiliates under this Section 2.23 5.08 are in addition to other rights and remedies which (including other rights of setoff) that the Administrative Agent, such Lender and the Administrative Agent their respective Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are Agent hereby is authorized at any time and from time to time, without notice to the fullest extent permitted Debtor (any such notice being hereby expressly waived by lawthe Debtor), to set set-off and apply apply, directly or through any of its affiliates, custodians, participants and designees, any and all deposits (whether general or special, time or demand, provisional or final but excluding deposits in the Escrow Accountsfinal, Payroll Accounts or individual or joint) and other accounts, in each case, held in trust for an identified beneficiary) assets and properties at any time held in the possession, custody or control of the Agent and any of its affiliates, custodians, participants and designees, and any indebtedness or other Indebtedness amount at any time held in the possession, custody or control of the Agent and any of its affiliates, custodians, participants and designees, and any indebtedness or other amount at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Agent or any of such banking Affiliates) its affiliates or participants, to or for the credit credit, account or the account benefit of the Borrower or any Guarantor Debtor against any and all of any such overdue amounts owing under the Loan DocumentsSecured Obligations now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have declared a default, accelerated the Secured Obligations or made any demand or taken any other action under any Loan Document; provided this Security Agreement and Assignment, and although such Secured Obligations may be unmatured. The Debtor acknowledges that pursuant to SECTION 2.1(f) hereof it granted to the Agent a senior security interest in and to, among other things, all such deposits, assets, properties and indebtedness in the event that any Defaulting Lender exercises possession of the Agent's affiliates, custodians, participants and designees, and the Debtor hereby authorizes any such right of setoff, (x) all person to so set-off and apply such amounts so set off will be paid over immediately at such times and in such manner as the Agent may direct pursuant to the Administrative this SECTION 11. 1. The Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to shall notify the Borrower and Guarantors Debtor after any such set-off and application made by such Lenderapplication; provided, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)however, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. In debiting any such account, the Secured Obligations shall be deemed to have been paid or repaid only to the extent of the funds actually available in the account notwithstanding any internal procedure of the Agent or any of its affiliates, custodians, participants and designees to the contrary. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to and without limitation of any other rights, powers, privileges, remedies and other interests (including, without limitation, other rights of set-off and remedies which such Lender and security interests) that the Administrative Agent may have upon the occurrence under this Security Agreement and during the continuance of any Event of DefaultAssignment and applicable law.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are 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 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 Agent and each such Lender (or any of such 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 to such Lender (or any of such banking Affiliates) or the Administrative Agent under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that each Lender agrees promptly to notify the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.22(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of #1038422810384414v3315 such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 2.20 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section ‎Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are 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 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 Agent and each such Lender (or any of such 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 to such Lender (or any of such banking Affiliates) or the Administrative Agent under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that each Lender agrees promptly to notify the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g‎Section 2.26(e) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section ‎Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon Guarantor’s failure to satisfy any amount under this Guaranty in connection with the occurrence and during the continuance existence of any Event of Default pursuant to Section 7.01(b)a Trigger Event, the Guarantor hereby irrevocably authorizes Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized Agent at any time and from time to timetime without notice to the Guarantor, any such notice being hereby waived by the Guarantor, to the fullest extent permitted by applicable law, to set off set‑off and appropriate and apply against any obligation from Guarantor to Administrative Agent or any Lender any and all deposits (general except with respect to funds and/or proceeds which Guarantor holds in a custodial, escrow, trust or specialservicer capacity), time in any currency, and any other credits, Indebtedness or demandclaims, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsany currency, in each casecase whether direct or indirect, held in trust for an identified beneficiary) absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Administrative Agent, each such Issuing Lender and each such Lender (Agent or any of such banking Affiliates) Lender to or for the credit or the account of the Borrower Guarantor, or any part thereof in such amounts as Administrative Agent may elect, against and on account of the Obligations and the liabilities of Guarantor, as set forth herein, to Administrative Agent hereunder and claims of every nature and description of Administrative Agent against the Guarantor, in any currency, whether arising hereunder or, under the Loan Agreement, or otherwise, as Administrative Agent may elect, whether or not Administrative Agent has made any demand for payment and although such Obligations and liabilities and claims may be contingent or unmatured. Administrative Agent shall notify the Guarantor against any and all promptly of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders set‑off and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may beAgent; 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, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are 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 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 Agent and each such Lender (or any of such 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 to such Lender (or any of such banking Affiliates) or the Administrative Agent under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that each Lender agrees promptly to notify the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(e) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the any Borrower or any Guarantor other Loan Party against any and all of any the Obligations of such overdue amounts owing Borrower or such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrowers or such Loan Party after any such set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the event that Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks, the Swing Line Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the any Borrower or any Guarantor other Loan Party against any and all of any the Obligations of such overdue amounts owing Borrower or such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrowers or such Loan Party after any such set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the event that Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral AgentDefault, each Issuing Lender and each Lender (and their respective banking Affiliates) are is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawBorrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final 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 held or owing by the Administrative Agent, each such Issuing Lender and each such Lender (or including by branches and agencies of any of such banking Affiliates) Lender wherever located), to or for the credit or the account of the Borrower against and on account of the Obligations or liabilities of the Borrower to such Lender under this Credit Agreement or any Guarantor against any and of the other Financing Documents, including all claims of any such overdue amounts owing under the Loan Documentsnature or description arising out of or connected with this Credit Agreement or any other Financing Document, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under hereunder and although said Obligations, liabilities or claims, or any Loan Documentof them, shall be contingent or unmatured; provided that in the event that if any Defaulting Lender exercises shall exercise any such right of setoff, (xi) all amounts so set set-off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) this Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Lender and the Lenders and (yii) the Defaulting Lender will 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 setoffset-off. Each Lender, each Issuing Lender and agrees to promptly provide notice to the Administrative Agent agree promptly to notify of the Borrower and Guarantors after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any exercise of such banking Affiliates), as set off right and the case may beamount of such set off; provided however that the failure to give such notice shall not affect the validity of such set-off and set off, appropriation or application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) pursuant to Section 7.01(b)Article XI of the Credit Agreement, (i) the making by the Majority Lenders of the request to authorize, or (ii) the consenting by the Majority Lenders authorizing, the Administrative Agent, Agent to declare the Collateral AgentLoans due and payable pursuant to the provisions of said Article XI, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing the obligations of the Guarantor now or hereafter existing under the Loan Documentsthis Guaranty, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Guaranty. Each Lender shall promptly notify the Guarantor after any Loan Documentsuch set off and application; provided that in the event that if any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will 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 2.26(g) Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentBorrower as therein provided, the Issuing Lenders and the Lenders and (y) the such Defaulting Lender will shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; 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, each Issuing Lender and the Administrative Agent its affiliates under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set off) that such Lender and the Administrative Agent its affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to notify the Borrower Co-Borrowers and Guarantors after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent8.03, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Bank to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of the Borrower now or hereafter existing under this Agreement, the Note held by such overdue amounts owing under Bank, and the Loan other Credit Documents, irrespective of whether or not the Administrative Agent or such Lender Bank shall have made any demand under this Agreement, such Note, or such other Credit Documents, and although such obligations may be unmatured. Each Bank agrees to promptly notify the Borrower after any Loan Documentsuch set‑off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set‑off) which such Bank may have; provided provided, however, that in the event that any Defaulting Lender exercises any such right of setoffset-off hereunder, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.16(b) and, pending such payment, will be segregated by such Defaulting Lender from form its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks and the Lenders Banks and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Defaultoff.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree promptly to notify the Borrower Co-Borrowers and Guarantors after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) pursuant to Section 7.01(b)Article XI of the Credit Agreement, (i) the making by the Majority Lenders of the request to authorize, or (ii) the consenting by the Majority Lenders authorizing, the Administrative Agent, Agent to declare the Collateral AgentLoans due and payable pursuant to the provisions of said Article XI, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of such overdue amounts owing Guarantor now or hereafter existing under the Loan Documentsthis Guaranty, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Guaranty. Each Lender shall promptly notify such Guarantor after any Loan Documentsuch set off and application; provided that in the event that if any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will 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 2.26(g) Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentBorrower as therein provided, the Issuing Lenders and the Lenders and (y) the such Defaulting Lender will shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; 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, each Issuing Lender and the Administrative Agent its affiliates under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set off) that such Lender and the Administrative Agent its affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 7.01(b), the Administrative Agent, the Collateral Agent6.01, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 final, or general, but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarynot special) 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 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 the obligations of the Borrower now or hereafter existing under the Loan Documentsthis Agreement that are then due and payable, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffthis Agreement. Each Lender, each Issuing Lender and the Administrative Agent agree agrees 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender and may have. Notwithstanding any other provision of this Agreement, if (i) any Event of Default is then occurring or (ii) the Administrative Agent has declared the Advances due and payable pursuant to the provisions of Section 6.01, any Lender that sets off any such deposits or other indebtedness held or owing to such Lender, shall share the amount recovered by such Lender through such set-off with the other Lenders and the holders of the Senior Notes by purchasing participations in amounts outstanding under this Agreement (including, without limitation, Letters of Credit) and the Senior Notes, so that the amounts owing to each such Person under this Agreement (including, without limitation, the maximum amount that may have upon be drawn under all outstanding Letters of Credit) and the occurrence Senior Notes are ratably reduced based on the aggregate of such amounts owing to all such Persons; provided, however, that if all or any portion of the amount recovered by any such set-off is thereafter recovered from such purchasing Lender, such purchase from each Lender and during each holder of the continuance Senior Notes shall be rescinded to the extent of such recovery and each Lender and Senior Noteholder shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's or Senior Noteholder's ratable share (according to the proportion of (i) the amount of such Lender's or Senior Noteholder's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any Event interest or other amount paid or payable by the purchasing Lender in respect of Defaultthe total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Borrower and the Lenders acknowledge that the provisions of this paragraph are for the benefit of the holders of the Senior Notes and that this paragraph may not be amended without the consent of the holders of a majority of the principal amount outstanding under the Senior Notes.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, without prior notice to the fullest Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final but excluding deposits in final) of the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) Borrower at any time held and or other Indebtedness obligations at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any Obligations held by such overdue amounts owing under the Loan DocumentsXxxxxx, irrespective of whether or not the Administrative Agent or such Lender Xxxxxx shall have made any demand under any Loan Documenthereunder and although such Obligations may be unmatured; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.25(b) and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Administrative Agent and the Borrower and Guarantors after any such set-off and any application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of each its Subsidiaries to such Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Master Collateral Agent, each Issuing Lender the Collateral Administrator, the Collateral Custodian and each 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 final but excluding deposits the Escrow Accounts and Excluded Accounts (as defined in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiarySecurity Agreement)) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender the Master Collateral Agent, the Collateral Administrator, the Collateral Custodian and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor Loan Party against any and all of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent Agent, the Master Collateral Agent, the Collateral Administrator, the Collateral Custodian or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender the Master Collateral Agent, the Collateral Administrator, the Collateral Custodian and the Administrative Agent agree promptly to notify the Borrower and Guarantors Loan Parties after any such set-off and application made by such Lender, such Issuing Lender the Master Collateral Agent, the Collateral Administrator, the Collateral Custodian or the Administrative Agent (or any of such banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender the Master Collateral Agent, the Collateral Administrator, the Collateral Custodian and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender Lender, the Administrative Agent, the Master Collateral Agent, the Collateral Administrator and the Administrative Agent Collateral Custodian may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (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 it (or any of its banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have 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 the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are 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 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default pursuant Default, after obtaining the prior written consent of the Administrative Agent (such consent not to Section 7.01(bbe unreasonably withheld or delayed), the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived each Grantor, and without notice to any other Person (other than Administrative Agent), to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits final, in the Escrow Accountswhatever currency) at NY\6158255.3 any time held by (other than payroll, Payroll Accounts trust, petty cash, employee benefit or tax accounts), and other accounts, Indebtedness (in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness at any time owing by the Administrative Agentby, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor respective Grantor against any and all of Obligations owing to such Lender hereunder or under any such overdue amounts owing under the other Loan DocumentsDocument, now or hereafter existing, irrespective of whether or not the Administrative such Agent or such Lender shall have made any demand under this Agreement or any other Loan Document, and although such Obligations may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender agrees promptly to notify the applicable Grantor and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of each Lenderthe Administrative Agent, each Issuing Lender and the Administrative Agent their respective Affiliates under this Section 2.23 8.08 are in addition to other rights and remedies which such Lender and (including, without limitation, other rights of set-off) that the Administrative Agent and such Lender may have upon have. Notwithstanding anything herein or in any other Loan Document to the occurrence and during contrary, in no event shall the continuance assets of any Event Foreign Subsidiary constitute security, or shall the proceeds of Defaultsuch 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 (a) Subject to the provisions of Section 7.01 and regardless of the adequacy of collateral, upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Issuing Bank, the Collateral Agent, each Issuing Lender the Managing Agent and each Lender (and their respective banking Affiliates) are is hereby authorized at any time and from time to time, to the fullest extent permitted by lawlaw and without further order of or application to the Bankruptcy Court, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held (whether in the Loan Account, the Cash Collateral Account, the BBNA Cash Concentration Account, the BBNA Disbursement Accounts, any Blocked Account or otherwise (other than in the GE Account)) and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such the Managing Agent, the Issuing Lender Bank, the Collateral Agent, and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of such overdue amounts owing Borrower or Guarantor now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent, the Managing Agent, the Issuing Bank, the Collateral Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any Document and although such right of setoff, (x) all amounts so set off will obligations may be paid over immediately unmatured. Subject to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent7.01, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each the Issuing Lender Bank, the Collateral Agent, the Managing Agent and the Administrative Agent under this Section 2.23 section are in addition to other rights and remedies which such Lender Lender, the Issuing Bank, the Collateral Agent, the Managing Agent and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default. (b) The provisions of Section 2.24(a) shall not qualify or limit the provisions of Sections 2.13 and 2.14.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Syndication Agent, each Issuing Lender the First Arranger, Second Arranger and each Lender (and their respective banking Affiliates) the Banks 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 but excluding deposits in the Escrow Accounts, Payroll Accounts final) and other accounts, in each case, held in trust for an identified beneficiary) at any time held and other Indebtedness at any time indebtedness owing by the Administrative Agent, each such Issuing Lender and each such Lender (the Syndication Agent, the First Arranger, Second Arranger or any of such banking Affiliates) the Banks to or for the credit or the account of the Borrower or any Guarantor against any and all of any the obligations of such overdue amounts owing Guarantor under the Loan Documentsthis Agreement, irrespective of whether or not the Administrative Agent Agent, the Syndication Agent, the First Arranger, Second Arranger or such Lender the Banks shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any this Agreement and although such right of setoff, (x) all amounts so set off will obligations may be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds contingent and deemed held in trust for the benefit of the unmatured. The Administrative Agent, the Issuing Lenders Syndication Agent, the First Arranger, Second Arranger and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent Banks agree promptly to notify the Borrower and Guarantors each Guarantor affected by any such set-off after any such set-off and application made by such Lenderthe Administrative Agent, such Issuing Lender the Syndication Agent, the First Arranger, Second Arranger or the Administrative Agent (or any of such banking Affiliates), as the case may be; Banks provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lenderthe Administrative Agent, each Issuing Lender the Syndication Agent, the First Arranger, Second Arranger and the Administrative Agent Banks under this Section 2.23 10.04 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender the Administrative Agent, the Syndication Agent, the First Arranger, Second Arranger and the Administrative Agent Banks may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agenteach Lender, each Issuing Lender Bank and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations in whatever currency at any time owing by the Administrative Agent, each such Lender, any such Issuing Lender and each such Lender (Bank or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor Grantor against any of and all the obligations of any such overdue amounts Grantor then due and owing under this Agreement held by the Loan DocumentsAdministrative Agent, such Lender or such Issuing Bank, irrespective of whether or not the Administrative Agent Agent, such Lender or such Lender Issuing Bank shall have made any demand under any Loan Documentthis Agreement and although (i) such obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office of the Administrative Agent, 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 exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.22 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each LenderThe Administrative Agent, each the applicable Lender and the applicable Issuing Lender Bank shall notify the Borrower (on behalf of the applicable Grantor) and 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 banking Affiliates), as the case may besetoff and 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 application. The rights of each Lender, each Issuing Lender and the Administrative Agent application under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default5.

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, without prior notice to the fullest Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final but excluding deposits in final) of the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) Borrower at any time held and or other Indebtedness obligations at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any Obligations held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documenthereunder and although such Obligations may be unmatured; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.25(b) and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Administrative Agent and the Borrower and Guarantors after any such set-off and any application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of each its Subsidiaries to such Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not Annex A - 97 the Administrative Agent or such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender agrees promptly to notify the Borrower or such Loan Party after any Loan Documentsuch set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 10.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Administrative Agent, such Lender and their respective Affiliates may have; provided, however, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.16(b) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their Digital Realty – Credit Agreement 144 respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the any Borrower or any Guarantor other Loan Party against any and all of any the Obligations of such overdue amounts owing Borrower or such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrowers or such Loan Party after any such set‑off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the event that Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Banks, the Swing Line Banks and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative each Agent, the Collateral Agent, each Issuing Lender and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (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 it (or any of its banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative each Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative such Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each of the Lenders and Issuing Lender and each Lender (and their respective banking Affiliates) are Banks 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of the Borrower any Loan Party or any Guarantor Subsidiary against any of and all the obligations of the any Loan Party or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under any this Agreement or such other Loan DocumentDocument and although the obligations may be unmatured; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.22 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Default.have. 017670-0129-Active.26122382.14

Right of Set-off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of any an Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, without prior notice to the fullest Borrower, any such 116430174v7 79 notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final but excluding deposits in final) of the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) Borrower at any time held and or other Indebtedness obligations at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any Obligations held by such overdue amounts owing under the Loan DocumentsLender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documenthereunder and although such Obligations may be unmatured; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(b) and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Administrative Agent and the Borrower and Guarantors after any such set-off and any application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of each its Subsidiaries to such Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative each Agent, the Collateral Agent, each Issuing Lender and each 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 final 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 Agent and each such Lender (or any of such 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 Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors the Administrative Agent after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (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 it (or any of its banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative each Agent under this Section 2.23 are in addition to other rights and remedies which such Lender Xxxxxx and the Administrative such Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agentshall have occurred and be continuing, each Issuing Lender and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness at any time owing by the Administrative Agent, each such Lender or such Issuing Lender and each such Lender (or any of such banking Affiliates) Bank to or for the credit or the account of Holdings, the Borrower or any Guarantor Subsidiary against any of and all the obligations of Holdings or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such overdue amounts owing under the Loan DocumentsLender or such Issuing Bank, irrespective of whether or not the Administrative Agent such Lender or such Lender Issuing Bank shall have made any demand under any this Agreement or such other Loan DocumentDocument and although the obligations may be unmatured; provided provided, that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.22 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will 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, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, Lender and each Issuing Lender and the Administrative Agent Bank under this Section 2.23 9.06 are in addition to other rights and remedies which (including other rights of set-off) that such Lender and the Administrative Agent or such Issuing Bank may have upon the occurrence and during the continuance of any Event of Default.have. 221

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (Party and each of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (Party or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other party to a Loan Document against any and all of any the Obligations of the Borrower or such overdue amounts owing other party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender Party shall have made any demand under any Loan Documentthis Agreement or such Note or Notes and although such obligations may be unmatured; provided provided, however, that in the event that any Defaulting Lender exercises shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 9.10 and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Lenders, and (y) the Defaulting Lender will shall promptly provide promptly to the Administrative Agent a statement written notice describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the The Administrative Agent agree and each Lender Party agrees promptly to notify the Borrower and Guarantors or such other party after any such set-set off and application made by such Lenderapplication; provided, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates)however, as the case may be; 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, each Issuing Lender and the Administrative Agent and each Lender Party and their respective Affiliates under this Section 2.23 9.05 are in addition to other rights and remedies which (including, without limitation, other rights of set off) that the Administrative Agent, such Lender Party and their respective Affiliates may have. Notwithstanding the above, the Administrative Agent may and Lender Parties shall have upon no right to set off against deposits which are subject to a security interest or rights of another lender, or which are held for the occurrence and during the continuance benefit of any Event of DefaultPerson, including any Subsidiary, that is not party to a Loan Document.

Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances or the Notes due and payable pursuant to the provisions of Section 7.01(b)6.01, the Administrative Agent, the Collateral Agent, Agent and each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) 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 banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor other Loan Party against any and all of any the Obligations of the Borrower or such overdue amounts owing Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any other Loan DocumentDocument and although such obligations may be unmatured. The Administrative Agent and each Xxxxxx agrees promptly to notify the Borrower or such Loan Party after any such set-off and application; provided provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the event that Administrative Agent, such Lender and their respective Affiliates may have. Notwithstanding the foregoing, if any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g2.21(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a ​ ​ statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any If an Event of Default pursuant to Section 7.01(b)shall have occurred and be continuing, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accountsfinal, in each case, held in trust for an identified beneficiarywhatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, each such Issuing Lender and each such Lender (or any of such banking Affiliates) Affiliate to or for the credit or the account of the Borrower or any Guarantor against any of and all the obligations of any such overdue amounts Guarantor then due and owing under this Agreement held by the Loan DocumentsAdministrative Agent or such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Documentthis Agreement and although (i) such obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office of the Administrative Agent or 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 exercises shall exercise any such right of setoff, (x) all amounts so set off will shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.14 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing The Administrative Agent and the applicable Lender shall notify the Borrower (on behalf of the applicable Guarantor) and 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 banking Affiliates), as the case may besetoff and 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. The rights of each Lenderthe Administrative Agent, each Issuing Lender and the Administrative Agent their respective Affiliates under this Section 2.23 are in addition to other rights and remedies which (including other rights of setoff) that the Administrative Agent, such Lender and the Administrative Agent their respective Affiliates may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender and each 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 final 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 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 Loan Documents, irrespective of whether or not the Administrative Agent Agent, such Issuing Lender or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Issuing Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Issuing Lender, each Issuing Lender Lxxxxx and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent and, after obtaining the prior written consent of the Administrative Agent, the Collateral Agent, each Issuing Lender other Agent and each Lender (and their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, each such Issuing Lender and each Agent or such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any the Obligations of such overdue amounts owing Guarantor now or hereafter existing under the Loan Documents, irrespective of whether or not the Administrative such Agent or such Lender shall have made any demand under this Guaranty or any other Loan DocumentDocument and although such Obligations may be unmatured; provided that in the event that any Defaulting Lender exercises shall exercise any such right of setoff, (xa) all amounts so set off will shall be paid over immediately promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) 2.17 of the Credit Agreement and, pending such payment, will shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders Secured Parties and (yb) the Defaulting Lender will shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, Agent and each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower and Guarantors such Guarantor after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may beapplication; 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 Issuing Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which (including, without limitation, other rights of set-off) that such Agent and such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Defaulthave.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section ‎Section 7.01(b), the Administrative Agent, the Collateral Agent, each Issuing Lender Agent and each Lender (and their respective banking Affiliates) are 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 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 Agent and each such Lender (or any of such 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 to such Lender (or any of such banking Affiliates) or the Administrative Agent under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that each Lender agrees promptly to notify the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g‎Section 2.26(e) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and 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 banking Affiliates), as the case may be; , provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent under this Section ‎Section 2.23 are in addition to other rights and remedies which such Lender Xxxxxx and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

Right of Set-off. Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b)Default, the Administrative Agent, the Collateral AgentTrustee, each Issuing Lender Local Collateral Agent and each 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 final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness indebtedness (including obligations owing under any derivatives positions) at any time owing by the Administrative Agent, the Collateral Trustee, each such Issuing Lender Local Collateral Agent and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the any Borrower or any Guarantor against any and all of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent, the Collateral Trustee, each such Local Collateral Agent or such Lender shall have made any demand under any Loan Document; provided that (a) prior to the Conversion Date, any such set-off is subject to the Final DIP Order and (b) in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g‎Section 2.21(c) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender, each Issuing Lender and the Administrative Agent agree agrees promptly to notify the Borrower Administrative Agent and Guarantors the Borrowers after any such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such its banking Affiliates)) and the Administrative Agent agrees promptly to notify the Borrowers after any such set-off and applicable made by such Person, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender, each Issuing Lender and the Administrative Agent, the Collateral Trustee and each Local Collateral Agent under this Section 2.23 ‎Section 2.19 are in addition to other rights and remedies which such Lender and the Administrative Agent, the Collateral Trustee and each Local Collateral Agent may have upon the occurrence and during the continuance of any Event of DefaultDefault (and, prior to the Conversion Date, as provided for in the Final DIP Order).

Right of Set-off. Upon the occurrence and during the continuance of At any time when an Event of Default pursuant to Section 7.01(b)exists, upon the written consent of the Administrative Agent, the Administrative Agent, the Collateral Agenteach Issuing Bank, each Issuing Lender and each Lender (and of their respective banking Affiliates) are 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 but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiaryfinal) at any time held and other Indebtedness obligations (in any currency) at any time owing by the Administrative Agent, each such Issuing Lender and each Bank or such Lender or Affiliate (including by branches and agencies of the Administrative Agent, such Issuing Bank or any of such banking AffiliatesLender, wherever located) to or for the credit or the account of the Lead Borrower or any Guarantor Loan Party against any of and all of any the Secured Obligations held by the Administrative Agent, such overdue amounts owing under the Loan DocumentsIssuing Bank or such Lender or Affiliate, irrespective of whether or not the Administrative Agent Agent, such Issuing Bank or such Lender or Affiliate shall have made any demand under any the Loan Document; provided that in Documents and although such obligations may be contingent or unmatured or are owed to a branch or office of such Lender or Issuing Bank different than the event that any Defaulting Lender exercises any branch or office holding such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(g) and, pending deposit or obligation on such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffIndebtedness. Each Any applicable Lender, each Issuing Lender Bank or Affiliate shall promptly notify the Lead Borrower and the Administrative Agent agree promptly to notify the Borrower and Guarantors after any of such set-off and application made by such Lender, such Issuing Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be; 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 and applicationor application under this Section 9.09. The rights of each Lender, each Issuing Lender and Bank, the Administrative Agent and each Affiliate under this Section 2.23 9.09 are in addition to other rights and remedies (including other rights of set-off) which such Lender and Lender, such Issuing Bank, the Administrative Agent or such Affiliate may have upon the occurrence and during the continuance of any Event of Defaulthave.