Common use of Right of Setoff Clause in Contracts

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If At any time when an Event of Default shall have occurred exists, the Administrative Agent and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever any currency) at any time owing by the Administrative Agent or such Lender or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any of and all of the obligations of Secured Obligations held by the Borrower now Administrative Agent or hereafter existing under this Agreement or any other Loan Document 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 the Loan Document Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from than the branch or office holding such deposit or obligated obligation on such indebtednessIndebtedness. Any applicable Lender shall promptly notify the Borrower and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 9.09. The rights of each Lender and their respective Affiliates the Administrative Agent under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationmay have.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and acceleration of the Loans shall have occurred under Article VII, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document 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 2.18 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 Borrower may be contingent or unmatured or are owed Administrative Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a branch or office statement describing in reasonable detail the obligations under this Agreement owing to such Defaulting Lender as to which it exercised such right of such Lender different from the branch or office holding such deposit or obligated on such indebtednesssetoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates Party is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Party to or for the credit or the account of the any Borrower or any Guarantor against any and all of the obligations of the such Borrower or any Guarantor now or hereafter existing under this Agreement or any other Loan Document to such LenderLender Party, irrespective of whether or not such Lender shall have made any demand under this Agreement obligations of such Borrower or any other Loan Document and although such obligations of the Borrower Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender Party different from the branch or office holding such deposit or obligated on such indebtedness, provided that demand has been made to the applicable Borrower for payment of such obligations. The rights of each Lender and their respective Affiliates Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates Party may have. Each Lender Party agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingeach Agent, each Lender Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by such Lender Agent, such Lender, such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Credit Party against any and all Obligation of the obligations of the Borrower any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lenderexisting, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Loan Document with respect to such Obligation and although even though such obligations Obligation may be unmatured. No Lender or L/C Issuer shall exercise any such right of set off without the prior written consent of the Borrower may be contingent or unmatured or are owed to a branch or office Administrative Agent. Each of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that the Agents, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an any Event of Default shall have occurred and be continuingcontinuing and any Lender shall have requested the Administrative Agent to declare the Loans immediately due and payable pursuant to Article 7, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by such Lender and any other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to to, or for the credit or the account of of, the Borrower Borrower, against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Loans held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Loans and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 2.19 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, during the continuance of an Event of Default shall have occurred Default, the Administrative Agent and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by applicable lawany Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or any such Affiliate Lender wherever located) to or for the credit or the account of any Credit Party against and on account of the Borrower against Obligations and liabilities of such Credit Party then due and payable to the Administrative Agent or such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations of such Credit Party purchased by such Lender pursuant to Section 12.6(b), and all other claims of the obligations any nature or description then due and payable arising out of the Borrower now or hereafter existing under connected with this Agreement or any other Loan Document to such LenderCredit Document, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement hereunder and although said deposits or Indebtedness owing by the Administrative Agent or such Lender, or any other Loan Document and although such obligations of the Borrower may them, shall be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationunmatured.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter then existing under this Agreement (to the extent such obligations of the Borrower are then due and payable (by acceleration or any other Loan Document to otherwise)) held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section 9.08. The rights of each Lender and their respective its Affiliates under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective and its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate of its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or any such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each a Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have has occurred and be is continuing, each Lender of the Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Obligor against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have has made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Obligor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers' lien) that such Lender the Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any rights under this Section 4, it shall share the benefit received in accordance with Section 5 as if the benefit had been received by the Lender of which it is an Affiliate.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates Party is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Party to or for the credit or the account of the Borrower or any Guarantor against any and all of the obligations of the Borrower or any Guarantor now or hereafter existing under this Agreement or any other Loan Document to such LenderLender Party, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender Party different from the branch or office holding such deposit or obligated on such indebtedness, provided that demand has been made to the Borrower for payment of such obligations. The rights of each Lender and their respective Affiliates Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates Party may have. Each Lender Party agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower against any of and all of the obligations of the Borrower now Obligations held by such Lender or hereafter existing under this Agreement or any other Loan Document to such Lender, Issuing Bank irrespective of whether or not such Lender shall have made any demand under this Agreement or any other the Loan Document Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Lender and their respective Affiliates Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates Issuing Bank, respectively, may have. Each Lender and Issuing Bank agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and LC Issuer, and each of their respective Affiliates Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender Lender, LC Issuer or any such Affiliate to or for the credit or the account of the a Borrower against any and all obligation of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, LC Issuer or Affiliate, irrespective of whether or not such Lender Lender, LC Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent unmatured. Each Lender and LC Issuer agrees promptly to notify the applicable Borrower and the Administrative Agent after such setoff and application made by such Lender or unmatured LC Issuer or are owed one of its Affiliates, but the failure to a branch or office give such notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligated on such indebtednesssetoff and application. The rights of each Lender and their respective Affiliates LC Issuer under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, the Agent or any Holder may, and be continuing, each Lender and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Obligor (any such notice being expressly waived by the Obligors) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) Indebtedness at any time owing by the Agent or such Lender or any such Affiliate Holder to or for the credit or the account of the Borrower any Obligor against any and all of the obligations of the Borrower Obligors either now or hereafter existing under this Agreement or any other Loan Document to such LenderNote Document, irrespective of whether or not the Agent or such Lender Holder shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender Holder agrees to notify the Borrower and the Administrative Agent such Obligor promptly after any such setoff and application, application made by the Agent or such Holder provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Agent and the Holders under this Section 12.05 are in addition to the other rights and remedies (including other rights of setoff) which the Agent and the Holders may have under this Agreement or any other Note Documents or law or otherwise.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Lender, to or for the credit or the account of Holdings or the Borrower against any of and all of the obligations of Holdings or the Borrower now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The applicable Lender shall notify the Borrower and the Applicable Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees Notwithstanding the foregoing, no amount setoff from any Guarantor shall be applied to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity Excluded Swap Obligation of such setoff and applicationGuarantor.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized authorized, upon the prior consent of the Administrative Agent or the Required Lenders, 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 of Borrower (general or special, time or demand, provisional or final, in whatever currencybut excluding any funds held by the Borrower on behalf of tenants or other third parties) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to Lender or any such LenderAffiliate, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender (except a Defaulting Lender (other than any Defaulting Lender described in clause (z) of the definition thereof)) and each of their respective Affiliates is hereby authorized at any time and from time to time, time to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Obligor against any and all of the obligations of the Borrower such Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower such Obligor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective such Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, other than funds held on behalf of customers) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their and its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the any Borrower against any of and all the Obligations of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent unmatured; provided that, in the case of any deposits or unmatured other obligations for the credit or are owed to a branch or office the account of any Foreign Subsidiary, such Lender different from the branch or office holding such deposit or obligated on such indebtednesssetoff may only be against any Obligations of Foreign Subsidiaries. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender and its Affiliates agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each Affiliate of their respective Affiliates any Lender, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, or any by such Affiliate an Affiliate, to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured are not yet due or are owed to a branch branch, office or office Affiliate of such Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates each Affiliate of any Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates Affiliate may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitation, Swap Obligations) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower Credit Parties or the Restricted Subsidiaries against any of and all of the obligations of the Borrower Credit Parties or the Restricted Subsidiaries owed to such Lender now or hereafter existing under this Agreement or any other Loan Document to such LenderDocument, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender or its Affiliate agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have.

Right of Setoff. If an any Event of Default shall have occurred and be continuingcontinuing and any Lender shall have requested the Administrative Agent to declare the Loans immediately due and payable pursuant to Article 7, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by such Lender and any other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to to, or for the credit or the account of the Borrower of, each Borrower, against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Loans held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Loans and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 2.19 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have and are subject to the provisions of Section 8.2.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time then due and owing by such Lender or any such Affiliate Issuing Bank, to or for the credit or the account of Holdings or the Borrower against any of and all of the obligations of Holdings or the Borrower now or hereafter existing then due and owing under this Agreement held by such Lender or any other Loan Document to such LenderIssuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each applicable Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to applicable Issuing Bank shall notify the Borrower and the Administrative Agent promptly after any of such setoff and application, provided that the any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and applicationapplication under this Section 9.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective and its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Lender, each Issuing Bank and each of their respective Affiliates Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower against any of and all of the obligations then due of the such Borrower now or hereafter existing under this Agreement held by such Lender, such Issuing Bank or any other Loan Document to such LenderAffiliates, irrespective of whether or not such Lender Lender, such Issuing Bank or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender Lender, such Issuing Bank or any such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveIndebtedness. Each Lender and each Issuing Bank agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Credit Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, final in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by by, such Lender Credit Party or any such Affiliate to or for the credit or the account of the Borrower any Guarantor against any and all of the obligations Obligations of the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document Documents to such LenderCredit Party, irrespective of whether or not such Lender Credit Party shall have made any demand under this Agreement or any other Loan Document and although such obligations Obligations of the Borrower such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender Credit Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender Credit Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Credit Party or their respective Affiliates may have. Each Lender Credit Party agrees to notify the Borrower such Guarantor and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or Holdings against any and all of the obligations of the Borrower or Holdings now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or Holdings may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or any other Loan Document to such Lenderits Affiliate, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender different from the branch branch, office or office 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) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, applicable; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default shall have occurred Default, the Administrative Agent and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and or from time to timetime without presentment, demand, protest or other notice of any kind to the fullest extent permitted by applicable lawany Borrower 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, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or any such Affiliate Lender (or Affiliates thereof) wherever located) to or for the credit or the account of the such Borrower against and on account of the Obligations and liabilities of such Borrower to the Administrative Agent or such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 12.06(b), and all other claims of the obligations any nature or description arising out of the Borrower now or hereafter existing under connected with this Agreement or any other Loan Document to such LenderCredit Document, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement hereunder and although said Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower may them, shall be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationunmatured.

Right of Setoff. If At any time when an Event of Default shall have occurred exists and be continuingthe Administrative Agent has commenced an exercise of secured creditor remedies pursuant to Section 7.01 or otherwise with the consent of the Administrative Agent, upon the written consent of the Administrative Agent, each Lender and each of their respective Affiliates Issuing Bank, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever any currency) at any time owing by the Administrative Agent, such Issuing Bank or such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to Party against any of and all the Secured Obligations then due and owing held by the Administrative Agent, such Issuing Bank or such Lender, irrespective of whether or not the Administrative Agent, such Issuing Bank or such Lender shall have made any demand under this Agreement or any other the Loan Document Documents and although such obligations of the Borrower may be contingent or unmatured or are owed owing to a branch or office of such Lender or Issuing Bank different from than the branch or office holding such deposit or obligated obligation on such indebtednessIndebtedness. Any applicable Lender or Issuing Bank shall promptly notify Parent and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender Lender, each Issuing Bank and their respective Affiliates the Administrative Agent under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender Lender, such Issuing Bank or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationmay have.

Right of Setoff. If an Event of Default shall have occurred Upon any amount becoming due and be continuingpayable hereunder (whether at stated maturity, by acceleration or otherwise), each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all the Obligations of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender and its Affiliates agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each the Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower a Loan Party against any and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lenderthe Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such the Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each the Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such the Lender or their respective Affiliates may have. Each The Lender agrees to shall notify the Borrower Agent and the Administrative Agent Lender promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent (but without the prior notice to or consent of the Borrower, any such notice and consent being expressly waived by the Borrower to the extent permitted by applicable Law), to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 12.7 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an any Event of Default shall have occurred and be continuingcontinuing and any Lender shall have requested the Administrative Agent to declare the Term Loans immediately due and payable pursuant to Article 7, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by such Lender and any other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to to, or for the credit or the account of of, the Borrower Borrower, against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Term Loans held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Term Loans and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 2.19 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default shall have occurred Default, the Administrative Agent and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by applicable lawany Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender (including by branches and agencies of the Administrative Agent or any such Affiliate Lender wherever located) to or for the credit or the account of any of the Borrower Loan Parties against and on account of the Loan Document Obligations and liabilities of the Loan Parties to the Administrative Agent or such Lender under this Agreement or under any of the other Loan Documents, including all interests in the Loan Document Obligations purchased by such Lender pursuant to Section 10.06(b), and all other claims of the obligations any nature or description arising out of the Borrower now or hereafter existing under connected with this Agreement or any other Loan Document to such LenderDocument, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement hereunder and although said Loan Document Obligations, liabilities or claims, or any other Loan Document and although such obligations of the Borrower may them, shall be contingent or unmatured or are owed unmatured. Any recovery by any Lender pursuant to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The its setoff rights of each Lender and their respective Affiliates under this Section are in addition 10.02 is subject to other rights and remedies (including other rights the provisions of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationSection 8.02.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each Affiliate of their respective Affiliates any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or any Issuing Bank, or by such Affiliate an Affiliate, to or for the credit or the account of the Borrower against any of and all of the obligations then due of the Borrower now or hereafter existing under this Agreement held by such Lender or any other Loan Document to such LenderIssuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement Agreement. The applicable Lender, Issuing Bank or Affiliate of any other Loan Document and although such obligations of the foregoing shall notify the Borrower may be contingent or unmatured or are owed to a branch or office and the Administrative Agent of such Lender different from set-off or application promptly following such action, provided that any failure to so notify shall not affect the branch or office holding validity of any such deposit or obligated on such indebtednesssetoff. The rights of each Lender and their respective Affiliates Issuing Bank, and each Affiliate of any of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, Issuing Bank or their respective Affiliates Affiliate may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to timetime during the continuance of an Event of Default, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Financing Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Financing Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 11.14 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If 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 of an Event of Default shall have occurred and be continuingthe commencement of remedies described in Section 9.2, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held and other obligations (in whatever currency) at any time or owing by such Lender (including, without limitation branches, agencies or any Affiliates of such Affiliate Lender wherever located) to or for the credit or the account of the Borrower against any obligations and all of the obligations liabilities of the Borrower now to the Lenders hereunder, under the Notes, the other Credit Documents or hereafter existing under this Agreement or any other Loan Document to such Lenderotherwise, irrespective of whether the Administrative Agent or not such Lender the Lenders shall have made any demand under this Agreement or any other Loan Document hereunder and although such obligations obligations, liabilities or claims, or any of the Borrower them, may be contingent or unmatured unmatured, and any such setoff shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or are owed to a branch or office entered on the books of such Lender different from the branch or office holding such deposit or obligated on such indebtednesssubsequent thereto. The Borrower hereby agrees that any Participation Purchaser may exercise all rights of each setoff with respect to its participation interest as fully as if such Person were a Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationhereunder.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized authorized, upon the prior consent of the Administrative Agent or the Majority Lenders, 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 of Borrower (general or special, time or demand, provisional or final, in whatever currencybut excluding any funds held by the Borrower on behalf of tenants or other third parties) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to timetime during the continuance of an Event of Default, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the any Borrower against any and all of the obligations of the each Borrower now or hereafter existing under this Agreement or any other Loan Financing Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Financing Document and although such obligations of the Borrower Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 11.15 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each Affiliate of their respective Affiliates any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or any Issuing Bank, or by such Affiliate an Affiliate, to or for the credit or the account of the Borrower against any of and all of the obligations then due of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such LenderLender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessDocument. The rights of each Lender and their respective Affiliates Issuing Bank, and each Affiliate of any of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, Issuing Bank or their respective Affiliates Affiliate may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and the Loans shall have been accelerated or any Bank shall have requested the Administrative Agent to declare the Loans immediately due and payable pursuant to Article VII, then each Lender and each of their respective Affiliates Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate Bank to or for the credit or the account of the either Borrower against any of and all of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Promissory Notes held by such LenderBank, irrespective of whether or not such Lender Bank shall have made any demand under this Agreement or any other Loan Document such Promissory Notes and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender Bank agrees promptly to notify the Borrower and the Administrative Agent promptly Borrowers after any such setoff and applicationapplication made by such Bank, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section 9.5 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate Lender, to or for the credit or the account of Holdings or the Borrower against any of and all of the obligations of Holdings or the Borrower now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees Notwithstanding the foregoing, no amount setoff from any Guarantor shall be applied to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity Excluded Swap Obligation of such setoff and applicationGuarantor.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates L/C Issuer is hereby authorized at any time and from time to timetime with the prior written consent of the Agent (which consent shall not be required in connection with customary set-offs in connection with Cash Management Obligations), to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate L/C Issuer to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or any other Loan Document to such LenderL/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates each L/C Issuer under this Section 9.8 are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates such L/C Issuer may have. Each Lender agrees to and each L/C Issuer shall notify the Borrower Agent and the Administrative Agent Borrower promptly after any such setoff and applicationsetoff. Notwithstanding anything to the contrary in the foregoing, provided that no Lender shall exercise any right of set off in respect of any Controlled Account other than the failure to give such notice shall not affect the validity of such setoff and applicationAgent acting in their capacity as such.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their and its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default shall have occurred Default, the Administrative Agent and be continuing, each Lender and each (with the prior written consent of their respective Affiliates the Administrative Agent or the Required Lenders) is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by applicable lawany Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other Indebtedness at any time held and other obligations (in whatever currency) at any time or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or any such Affiliate Lender wherever located) to or for the credit or the account of the Borrower Holdings or any of its Subsidiaries against any and all on account of the obligations Obligations of the Borrower now Credit Parties to the Administrative Agent or hereafter existing such Lender under this Agreement or under any of the other Bridge Loan Document to such LenderDocuments, irrespective of whether or not including, without limitation, all interests in Obligations purchased by such Lender shall have made any demand under this Agreement or any other Loan Document pursuant to Section 14.04(b), and although such obligations of the Borrower may said Obligations shall be contingent or unmatured or are owed unmatured. After exercising any set off rights pursuant to a branch or office of such the immediately preceding sentence, the respective Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to shall promptly notify the Borrower and the Administrative Agent promptly after and the Borrower of such exercise, although any such setoff and application, provided that the delay or failure to give in giving any such notice shall not affect the validity exercise of such setoff set off rights as provided above and applicationshall result in no liability for the respective Lender.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such LenderLender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or office Affiliate of such Lender different from the branch office or office 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) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to timetime during the continuance of an Event of Default, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Financing Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Financing Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 10.15 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, subject to the DIP Orders and First Day Orders, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitations obligations under Hedging Arrangements) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower or any Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document to such LenderCredit Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed unmatured. Subject to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The DIP Orders and First Day Orders, the rights of each Lender and their respective Affiliates under this Section 9.22 are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each Affiliate of their respective Affiliates any Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or any by such an Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations then due of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender Lender, and their respective Affiliates each Affiliate of any of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates Affiliate may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Each Purchaser and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by the Issuer), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate of its Affiliates to or for the credit or the account of the Borrower Issuer against any and all Obligation of the obligations of the Borrower any Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lenderexisting, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Loan Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender Purchaser agrees promptly to notify the Borrower Issuer and the Administrative Agent promptly each other Purchaser after any such setoff and applicationapplication made by such Purchaser or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 10.8 are in addition to any other rights and remedies (including other rights of setoff) that the Purchasers and their Affiliates and other Credit Parties may have.

Right of Setoff. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(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 6.01, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) that such Lender and its Affiliates may have.

Right of Setoff. (a) If an Event of Default shall have has occurred and be is continuing, each Lender of Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Obligor against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document Financing Agreement to such Lender, irrespective of whether or not such Lender shall have has made any demand under this Agreement or any other Loan Document Financing Agreement and although such obligations of the Borrower Obligor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender of Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers’ lien) that such Lender Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any rights under this Section 5.7, it shall share the benefit received in accordance with Section 5.8 as if the benefit had been received by Lender of which it is an Affiliate.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender the Holder and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing due and owing, by such Lender the Holder or any such Affiliate Affiliate, to or for the credit or the account of the Borrower Obligor against any and all of the obligations of the Borrower Obligor now or hereafter existing under this Agreement Note or any other Loan Document to such Lenderthe Holder or its Affiliates, irrespective of whether or not the Holder or any such Lender Affiliate shall have made any demand under this Agreement Note or any other Loan Document and although such obligations of the Borrower Obligor may be contingent or unmatured or are owed to a branch or office an Affiliate of such Lender the Holder different from the branch or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender the Holder and their respective its Affiliates under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender the Holder or their respective its Affiliates may have. Each Lender The Holder agrees to notify the Borrower and the Administrative Agent Company promptly after any such setoff and application, setoff; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and the Loans shall have been accelerated as set forth in Article VII, each Lender and each of their respective Affiliates the Lenders is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender (or any person Controlling such Affiliate Lender) to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any and the other Loan Document to Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Any Lender agrees to shall promptly notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and applicationexercising its rights under this Section.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly Agents after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such LenderLender or its Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender different from the branch branch, office or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender Lender, Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower Borrower, now or hereafter existing under this Agreement held by such Lender or any other Loan Document to such LenderIssuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, Issuing Bank or their respective Affiliates Affiliate may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff set off and application, ; provided that the failure to give such notice shall not affect the validity of such setoff set off and application.

Right of Setoff. If an any Event of Default shall have occurred and be continuingcontinuing and any Lender shall have requested the Administrative Agent to declare the Loans immediately due and payable pursuant to Article 7, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by such Lender and any other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to to, or for the credit or the account of of, the Borrower Borrower, against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Loans and interests in Letters of Credit held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Loans and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 2.19 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have and are subject to the provisions of Section 8.2.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest fillies/ extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred the Lenders and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate it to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Credit Agreement or any and the other Loan Document to such LenderDocuments held by it, irrespective of whether or not such Lender it shall have made any demand under this Agreement or any other Loan Document therefor and although such obligations may be unmatured (a) if an Event of Bankruptcy shall have occurred or if the Borrower fails to make any payment (whether of principal, interest, fees or otherwise and regardless of amount) to any Credit Party when the same shall become due under the Loan Documents or (b) with the consent of the Required Lenders if any other Event of Default shall have occurred and be continuing. Each Lender agrees promptly to notify the Borrower may be contingent or unmatured or are owed and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to a branch or office give such notice shall not affect the validity of such Lender different from the branch or office holding such deposit or obligated on such indebtednesssetoff and application. The rights of each Lender of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates they may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the any Borrower against any of and all of the obligations of the any Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender or the Issuing Lender, irrespective of whether or not such Lender or the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed unmatured; provided that such Lender shall give notice to a branch or office the Company of such Lender different from set-off promptly after effecting such set-off (it being understood, however, that failure to give such notice shall not affect the branch or office holding validity of such deposit or obligated on such indebtednessset-off). The rights of each Lender and their respective Affiliates the Issuing Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such LenderLender or any such Affiliate, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default under Section 10.01(a) or Section 10.01(b) shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitations obligations under Swap Agreements) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower or any Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document to such LenderDocument, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of may be unmatured. Such Lender shall promptly notify the Borrower may be contingent or unmatured or are owed after any such set off and application made by such Lender, but the failure to a branch or office give such notice will not affect the validity of such Lender different from the branch or office holding such deposit or obligated on such indebtednessset off and application. The rights of each Lender and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of Borrower on the Borrower now Closing Date or hereafter thereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Lender Lender, the Administrative Agent, the Collateral Agent and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Lender, the Administrative Agent, the Collateral Agent or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any of and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement or any other the Loan Document to Documents held by such Lender, the Administrative Agent or the Collateral Agent irrespective of whether or not such Lender Lender, the Administrative Agent or the Collateral Agent shall have made any demand under this Agreement or any other the Loan Document Documents and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates Lender, the Administrative Agent or the Collateral Agent under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender Lender, the Administrative Agent or their respective Affiliates the Collateral Agent may have. Each Any credit balances taken into account by an Ancillary Lender agrees to notify when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Borrower and Loan Documents be applied first in reduction of the Administrative Agent promptly after any such setoff and application, overdraft provided under that the failure to give such notice shall not affect the validity of such setoff and applicationAncillary Facility in accordance with its terms.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing and the Loans shall have been accelerated or any Bank shall have requested the Administrative Agent to declare the Loans immediately due and payable pursuant to Article VI, then each Lender and each of their respective Affiliates Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate Bank to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Promissory Notes held by such LenderBank, irrespective of whether or not such Lender Bank shall have made any demand under this Agreement or any other Loan Document such Promissory Notes and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Bank, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section 9.5 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of Administrative Agent, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of the Borrower such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower Prologis and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each Affiliate of their respective Affiliates any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at stated maturity, by acceleration or otherwise) to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or any Issuing Bank, or by such Affiliate an Affiliate, to or for the credit or the account of the Parent or the Borrower against any of and all the obligations then due of the obligations of Parent or the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not held by such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIssuing Bank. The rights of each Lender and their respective Affiliates Issuing Bank, and each Affiliate of any of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Lender, Issuing Bank or their respective Affiliates Affiliate may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but not any deposits held in a custodial, trust or other fiduciary capacity) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each ; provided, that in the event that any Defaulting Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights shall exercise any such right of setoff, (x) that such Lender or their respective Affiliates may have. Each Lender agrees all amounts so set off shall be paid over immediately to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.for further application in accordance

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, the Agent or any Holder may, and be continuing, each Lender and each of their respective Affiliates is hereby authorized to, at any time and from time to time, without notice to any Obligor (any such notice being expressly waived by the Obligors) and to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) Indebtedness at any time owing by the Agent or such Lender or any such Affiliate Holder to or for the credit or the account of the Borrower any Obligor against any and all of the obligations of the Borrower Obligors either now or hereafter existing under this Agreement or any other Loan Document to such LenderSellers’ Secured Note Document, irrespective of whether or not the Agent or such Lender Holder shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender Holder agrees to notify the Borrower and the Administrative Agent such Obligor promptly after any such setoff and application, application made by the Agent or such Holder provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Agent and the Holders under this Section 12.05 are in addition to the other rights and remedies (including other rights of setoff) which the Agent and the Holders may have under this Agreement or any other Sellers’ Secured Note Documents or law or otherwise.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender the Holder and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other obligations (in whatever currency) at any time owing due and owing, by such Lender the Holder or any such Affiliate Affiliate, to or for the credit or the account of the Borrower Obligor against any and all of the obligations of the Borrower Obligor now or hereafter existing under this Agreement Note or any other Loan Document to such Lenderthe Holder or its Affiliates, irrespective of whether or not the Holder or any such Lender Affiliate shall have made any demand under this Agreement Note or any other Loan Document and although such obligations of the Borrower Obligor may be contingent or unmatured or are owed to a branch or office an Affiliate of such Lender the Holder different from the branch or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender the Holder and their respective its Affiliates under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender the Holder or their respective its Affiliates may have. Each Lender The Holder agrees to notify the Borrower and the Administrative Agent Company promptly after any such setoff and application, setoff; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to timetime during the continuance of an Event of Default, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the either Borrower against any and all of the obligations of the such Borrower now or hereafter existing under this Agreement or any other Loan Financing Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Financing Document and although such obligations of the such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 11.14 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the relevant Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the overdue obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and all of the obligations of any Loan Party existing as of the Borrower now Closing Date or hereafter existing thereafter under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower any Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their its respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Notwithstanding the terms of Default shall have occurred and be continuingthis Note or any other agreement or document, each Lender the Holder and each of their respective Affiliates its affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, and without prior notice to the Company, any such notice being expressly waived by the Company, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held obligations and other obligations indebtedness (in whatever currency) at any time owing by the Holder or such Lender or any such Affiliate affiliate to or for the credit or the account of the Borrower Company against any and all of the obligations of the Borrower Company now or hereafter existing under this Agreement Note to the Holder or any other Loan Document to such Lenderits affiliates, whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective of whether or not such Lender the Holder or its affiliates shall have made any demand under this Agreement or any other Loan Document Note and although such obligations of the Borrower may be contingent or unmatured or Company are owed to a branch subsidiary, office or office affiliate of such Lender the Holder different from the branch subsidiary, office or office holding such deposit or affiliate obligated on such obligations or indebtedness. The rights of each Lender the Holder and their respective Affiliates its affiliates under this Section 4.13 are in addition to other rights and remedies (including other rights of setoffset-off) that the Holder or such Lender or their respective Affiliates affiliates may have. Each Lender The Holder agrees to notify the Borrower and the Administrative Agent Company promptly after any such setoff set off and appropriation and application; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff set off and appropriation and application.

Right of Setoff. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff set-off and application, provided that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

Right of Setoff. If an Event of Default shall have occurred and be continuingexists, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingthe Agent, each Lender Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by the Agent, such Lender Lender, such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower Borrowers or any other Credit Party against any and all Obligation of the obligations of the Borrower any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lenderexisting, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Loan Document with respect to such Obligation and although even though such obligations Obligation may be unmatured. No Lender or L/C Issuer shall exercise any such right of setoff without the prior consent of Agent or Required Lenders. Each of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender each L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that the Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower Borrowers against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each the Lender and each of their respective its Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such the Lender or any such Affiliate of its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such the Lender, irrespective of whether or not such the Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of the Lender or any such Lender Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each the Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such the Lender or their respective its Affiliates may have. Each The Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted not prohibited by applicable lawGovernmental Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any Guarantor against any and all of the Obligations or the obligations of the Borrower any Guarantor now or hereafter existing under this Loan Agreement or any other Loan Document to such LenderDocument, irrespective of whether or not such Lender shall have made any demand under this Loan Agreement or any other Loan Document and although the Obligations or such obligations of the Borrower such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each the Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaws, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such the Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such the Lender, irrespective of whether or not such the Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such the Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each the Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such the Lender or their respective its Affiliates may have. Each The Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, the Administrative Agent, each Lender, each Issuing Bank, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) currency at any time owing by the Administrative Agent, such Lender, any such Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all of the obligations of the Borrower now or hereafter existing then due and owing under this Agreement or any other Loan Document to held by the Administrative Agent, such Lender, the Swingline Lender or Issuing Bank, irrespective of whether or not the Administrative Agent, such Lender or Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although (i) such obligations of the Borrower may be contingent or unmatured or and (ii) such obligations are owed to a branch or office of the Administrative Agent, such Lender, the Swingline Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Indebtedness; provided that in the event that any Defaulting Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights shall exercise any such right of setoff, (x) that such Lender or their respective Affiliates may have. Each Lender agrees all amounts so set off shall be paid over immediately to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that for further application in accordance with the failure to give such notice shall not affect the validity of such setoff and application.provisions of

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender of the Agents, the Issuing Banks, the Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any of its Subsidiaries against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured; provided, however, that any such set-off and application shall be subject to the provisions of Section 2.18. As security for such obligations, the Borrower hereby grants to the Agents, each Issuing Bank and each Lender a continuing security interest in any and all balances, credits, deposits, accounts or moneys of the Borrower may be contingent and its Subsidiaries then or unmatured or are owed to a branch or office thereafter maintained with any of the Agents, such Lender different from the branch or office holding Issuing Bank and such deposit or obligated on such indebtednessLenders. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an any Event of Default shall have occurred and be continuingcontinuing and any Lender shall have requested the Administrative Agent to declare the Loans immediately due and payable pursuant to Article 7, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by such Lender and any other obligations (in whatever currency) indebtedness at any time owing by such Lender or any such Affiliate to to, or for the credit or the account of the Borrower of, each Borrower, against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to and the Loans held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Loans and although such obligations of the Borrower Obligations may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Applicable Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender, provided that but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 2.19 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have and are subject to the provisions of Section 8.2.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held held, and other obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or the Guarantor against any and all of the obligations of the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document to such LenderLender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or office Affiliate of such Lender different from the branch office or office 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) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower Borrower, the Guarantor and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, final and in whatever currencycurrency denominated) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower any Credit Agreement Party against any of and all the Obligations of the obligations of the Borrower any Credit Agreement Party now or hereafter existing under this Agreement or any other Loan Document to held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective Affiliates may have. Each Lender and its Affiliates agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Each Lender and each of their its respective Affiliates is hereby authorized at any time and from time to timetime during the continuance of an Event of Default, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Financing Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Financing Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 10.14 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender Lender, the Issuing Bank, and each of their respective Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currencyof whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any of and all of the obligations of the Borrower or any Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document to such LenderDocument, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtednessunmatured. The rights of each Lender and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that which such Lender or their respective its Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.