Common use of Set-Off Clause in Contracts

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender may at any time or and from time to time, without notice to the Borrower or such Guarantor or but subject to the provisions of Section 10.3 hereof (any other Person, any requirement for such notice being hereby expressly waivedwaived by the Borrower), setoff and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to set-off and to appropriate and to apply such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account any property of the Obligations then due Borrower from time to that time in possession of such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, such deposits held or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or unmaturedany Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to the Agent and the Borrower of the occurrence thereof; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of the Borrower under this Agreement. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, Lender and the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Issuer is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower Company or such Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that such Lender, or the L/C Issuer, subsequent holder, or affiliate, Issuer to or for the credit or the account of the Borrower respective Loan Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lenderthe Administrative Agent, the L/C Issuer, Issuer or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of or such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that (i)(a) the obligations of Foreign Subsidiaries that become Designated Borrowers are several and not joint, and (b) no Lender shall exercise any rights under this Section 11.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of set-off) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees promptly to notify the Company and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, the L/C Issuer, Issuer or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains (a) one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited or (b) any deposit account of the type described in clauses (c) or (d) of the definition of Excluded Account, then, in each case, such Person shall waive the right of setoff set forth herein.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, a L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, a L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or a L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office or Affiliate of such Lender or a L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the a L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, a L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, a L/C Issuer or their respective Affiliates may have. Each Lender and a L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of a Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of hereafter existing under this Agreement or any other Loan Document to such Lender or the Obligations then due to that Lender, L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Representative 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that such Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsits respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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, the Issuing Bank or its respective Affiliates may have. Each of the Lenders and the Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, Obligation and each of their respective affiliates, Affiliates is hereby authorized by the each Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Borrower, such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or premium trust accounts, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, holder or affiliate, Affiliate to or for the credit or the account of the such Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of such Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder or Affiliate under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or that subsequent holder or Affiliate shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; unmatured provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.6 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Company 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Purchaser and each of their respective Affiliates and any participant of such Purchaser or Affiliate which has agreed in writing to be bound by the provisions of Section 3.03, after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Purchaser or affiliate, any such Affiliate or participant to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, Seller against any and on account all of the Seller Obligations then due now or hereafter existing under this Agreement or any other Transaction Document to that Lendersuch Purchaser, L/C Issuer, Affiliate or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsparticipant, irrespective of whether or not (a) that Lendersuch Purchaser, L/C Issuer, Affiliate or subsequent holder participant shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Transaction Document and although said obligations and liabilities, or any of them, such Seller Obligations may be contingent or unmatured; unmatured or are owed to a branch or office of such Purchaser different from the branch or office holding such deposit or obligated on such Indebtedness, provided that in the event that any Defaulting Lender Purchaser shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.06 and, pending such payment, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Purchasers, and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Seller Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Purchaser and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Purchaser or its respective Affiliates and participants may have. Each Purchaser agrees to notify the Seller 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or from time to timetime subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due obligations and liabilities of the Borrower to that Lendersuch Lender hereunder, L/C Issuer, or subsequent holder the Letters of Credit and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (aA) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (bB) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held held, and other obligations (in whatever currency) at any time owing, by such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, L/C Issuer, such Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 9.2 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any (a) If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C IssuerIssuing Bank, each subsequent holder of any Obligation, the Swingline Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuerthe Issuing Bank, subsequent holder, the Swingline Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuerthe Issuing Bank, the Swingline Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentssuch Affiliate, irrespective of whether or not (a) that such Lender, L/C Issuerthe Issuing Bank, the Swingline Lender or subsequent holder any such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Bank and the Swingline Lender agrees to notify the Borrower and the Agent promptly after any such setoff and application; provided that in the event that failure to give such notice shall not affect the validity of such setoff and application. (b) In addition to clause (a) above, with respect to any Defaulting Lender shall exercise principal or interest payment, fee, or any such right of setoffother cost or expense (including legal fees and expenses), (x) all amounts so set off shall be paid over immediately due and payable to the Administrative Agent, the Issuing Bank or the Lenders under the Loan Documents, the Borrower hereby irrevocably authorizes and directs the Agent for further application in accordance to debit any deposit account of the Borrower with the provisions Agent (as one of Section 1.14 and, pending the Lenders) in an amount such that the aggregate amount debited from all such deposit accounts does not exceed such payment, fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the amount of the payment, fee or other cost or expense then due, such debits will be reversed (in whole or in part, in the Agent’s sole discretion) and such amount not debited shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbe unpaid.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Issuing Bank is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonCredit Party, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank hereunder and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with the Loan Documentshereto or thereto, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders. Each Lender and (y) the Defaulting Lender shall provide promptly Issuing Bank agrees to notify the Administrative Agent a statement describing in reasonable detail promptly after any such setoff and application; provided that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffsetoff and application.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderby, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower respective Loan Parties against any and all Obligations owing to such Lender hereunder or such Guarantorunder any other Loan Document, whether now or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of hereafter existing under this Agreement or any other Loan Document to such Lender or the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice after obtaining the prior written consent of the Administrative Agent (which consent shall only be withheld for the purpose of preventing any triggering of any applicable “single action” laws), to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer, the Swing Line Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal any other Loan Document and although such obligations are owed to a branch or office of such Lender or the interest L/C Issuer different from the branch or office holding such deposit or obligated on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch indebtedness; provided, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, the L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office or Affiliate of such Lender or the L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with Default after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, Issuer and each subsequent holder of any Obligation, and each of their respective affiliates, Obligation is hereby authorized by the Borrower and each such Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, tax accounts and payroll accounts or any other account containing solely tax or trust funds, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, the L/C Issuer, Issuer or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower or such Guarantor to that Lender, the L/C Issuer, Issuer or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, the L/C Issuer, Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 1.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of hereafter existing under this Agreement or any other Loan Document to such Lender or the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company 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.

Set-Off. In addition to any rights now or hereafter granted under 8.4.1 During the Loan Documents or applicable Legal Requirements and not by way continuance of limitation of any such rights, upon the occurrence of any an Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized deposits or other sums credited by the Borrower and each Guarantor at or due from any time or from time Lender to time, without notice to the any Borrower or such Guarantor or to any other Person, any such notice being hereby FSI (exclusive of deposits in accounts expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right name of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed third parties or held in trust for the benefit of third parties) may be set-off against the Administrative AgentObligations of such Borrower and any and all other liabilities, due or existing or hereafter arising and owing by such Borrower or FSI to Lenders. Each Lender agrees to notify promptly Borrowers and FSI and Agent of any such set-off; provided, that the L/C Issuer failure to give such notice shall not affect the validity of any such set-off. 8.4.2 Each Lender agrees that if it shall, whether by right of set-off, banker's lien or similar remedy pursuant to Section 8.4.1, obtain any payment as a result of which the outstanding and unpaid principal portion of the Commitments of such Lender shall be less than such Lender's Pro Rata Share of the outstanding and unpaid principal portion of the aggregate of all Commitments, such Lender receiving such payment shall simultaneously purchase from each other Lender a participation in the Commitments held by such Lenders so that the outstanding and unpaid principal amount of the Commitments and participations in Commitments of such Lender shall be in the same proportion to the unpaid principal amount of the aggregate of all Commitments then outstanding as the unpaid principal amount under the Commitments of such Lender outstanding immediately prior to receipt of such payment was to the unpaid principal amount of the aggregate of all Commitments outstanding immediately prior to such Lender's receipt of such payment; provided, however, that if any such purchase shall be made pursuant to this Section 8.4.2 and the Lenders and (y) the Defaulting Lender payment giving rise thereto shall provide promptly thereafter be recovered, such purchase shall be rescinded to the Administrative Agent extent of such recovery and the purchase price restored without interest. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a statement describing participation in reasonable detail the Obligations a Commitment deemed to have been so purchased may exercise any and all rights of set-off, banker's lien or similar remedy with respect to any and all moneys owing by Borrower to such Defaulting Lender as to which it exercised fully as if such right Lender held a Commitment in the amount of setoffsuch participation.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender and each of its Affiliates and each L/C Issuer and each of its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Laws, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, such Lender or any such Affiliate or such L/C IssuerIssuer and its Affiliates, subsequent holder, or affiliateas the case may be, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due (other than, with respect to that Lenderany Guarantor, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims Excluded Swap Obligations of any nature or description arising out of or connected with the Loan Documentssuch Guarantor), irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such other Loan Party may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer(s), and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 10.09 are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held held, and other obligations (in whatever currency) at any time owing, by such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliateany such Affiliate, to or for the credit or the account of the Borrower Borrowers or any other Credit Party against any and all of the obligations of the Borrowers or such Guarantor, whether Credit Party now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Credit Document to that Lender, L/C Issuer, such Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsits respective Affiliates, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrowers or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that provided, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application; provided, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, in whatever currency, but not limited toexcluding deposits held in a trustee, indebtedness evidenced by certificates fiduciary, agency or similar capacity or otherwise for the benefit of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsa third party) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, the L/C Issuer, Issuer or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of any Borrower or any Guarantor against any and all of the obligations of such Borrower or such Guarantor, whether Guarantor now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, such L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Guarantor may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 8.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender may at any time or and from time to time, without notice to the Borrower or such Guarantor or Borrowers but subject to the provisions of Section 10.3 hereof (any other Person, any requirement for such notice being hereby expressly waivedwaived by the Borrowers), setoff and apply against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement, whether owing to set-off and to appropriate and to apply such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against Borrowers and on account any property of the Obligations then due Borrowers from time to that time in possession of such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, such deposits held or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or unmaturedany Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to the Agent and the Borrowers of the occurrence thereof; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrowers hereby grant to the Lenders and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of the Borrowers under this Agreement. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 8.6 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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, the Issuing Bank or their respective Affiliates may have. Each of the Lenders 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. Notwithstanding the provisions of this Section 11.3, if at any time any Lender, the Issuing Bank or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Lender, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Legal Requirement, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that the Administrative Agent, such Lender, L/C Issuer, subsequent holder, the Issuing Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that the Administrative Agent, such Lender or the Issuing Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lenderthe Administrative Agent, L/C Issuer, such Lender or subsequent holder the Issuing Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, or of any of them, Credit Party may be contingent or unmaturedunmatured or are owed to a branch or office of the Administrative Agent, such Lender or such Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender, the Swing Line Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Party and its Affiliates under this Section 7.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or Affiliates 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, Default each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor Credit Party at any time or from time to time, in each case subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower or such Guarantor any Credit Party or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waivedwaived to the full extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against and on account of the Obligations then due obligations and liabilities of any Credit Party to that such Lender, L/C Issuer, or subsequent holder and participations therein and under the Loan other Credit Documents, including, but not limited to, including all claims of any nature or description arising out of or connected hereto, and participations therein or with the Loan Documentsany other Credit Document, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and or any amounts in respect of any other amounts due hereunder shall have become due and payable pursuant to Section 9 2 and although said such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents applicable law or applicable Legal Requirements otherwise, and not by way of limitation of any such rights, upon the occurrence Seller hereby grants to Buyer and its Affiliates a right of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timeset-off, without notice to the Borrower or such Guarantor or to any other PersonSeller, any such notice being hereby expressly waivedsum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to set-off Buyer or any Affiliate of Buyer against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or its Affiliates to appropriate Seller and to apply (ii) any and all deposits (general or specialspecified), monies, credits, securities, collateral or other property of Seller and the proceeds therefrom, now or hereafter held or received for the account of Seller (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Buyer or its Affiliates or any entity under the control of Buyer or its Affiliates and its respective successors and assigns (including, but not limited towithout limitation, indebtedness evidenced by certificates branches and agencies of depositBuyer, whether matured or unmatured, wherever located). Buyer and in whatever currency denominated, but not including trust accounts) and any other indebtedness its Affiliates are hereby authorized at any time held or owing by that Lenderand from time to time upon the occurrence and during the continuance of an Event of Default, L/C Issuer, subsequent holder, or affiliatewithout notice to Seller, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Buyer or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder its Affiliates by Seller under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Transaction Documents, irrespective of whether Buyer or not (a) that Lender, L/C Issuer, or subsequent holder its Affiliates shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch amounts, or any of them, may shall be contingent or unmatured; provided unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the event that estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 13(c) shall be effective to create a charge or other security interest. This Article 13(c) shall be without prejudice and in addition to any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions combination of Section 1.14 andaccounts, pending such payment, shall be segregated by such Defaulting Lender from its lien or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as rights to which it exercised such right any party is at any time otherwise entitled (whether by operation of setofflaw, contract or otherwise). ANY AND ALL RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER.

Set-Off. In addition Subject to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightsSection 2.15(b), upon the occurrence of any if an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without with prior written notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedAgent, to set-the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due of such Credit Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 8.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify Borrower Representative and the 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section 12.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. The Lenders and the Issuing Bank each agree to notify the Borrower and the 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. Notwithstanding the provisions of this Section 12.3, if at any time any Lender, the Issuing Bank or any of their respective Affiliates maintains one or more Deposit Accounts for the Borrower or any other Credit Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, each L/C Issuer 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 AgentAgents, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the applicable Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, such L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office or Affiliate of such Lender or such L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative applicable Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgents, the L/C Issuer Issuers and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative applicable Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify PRA and each 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their its respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice time to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender and the L/C Issuer 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 AgentRequired Lenders exercised in their sole discretion, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Legal Requirements, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, such Lender or the L/C Issuer, subsequent holder, or affiliate, Issuer to or for the credit or the account of any Borrower or Guarantor against any and all of the obligations of the REIT, Borrower or such Guarantor, whether Credit Party now or not matured, against and on account of hereafter existing under this Agreement or any other Loan Document to such Lender or the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilitiesof the REIT, Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 this Agreement applicable to payments and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and the L/C Issuer under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender and the L/C Issuer may have.

Set-Off. In addition to Each Lender, Swing Line Bank and LC Issuing Bank may at any rights now time upon or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon after the occurrence and during the continuance of any an Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for against the credit or the account obligations of the Borrower under this Agreement the whole or any portion or portions of any or all deposits and other sums credited by or due from such GuarantorLender, Swing Line Bank or LC Issuing Bank to the Borrower or subject to withdrawal by the Borrower, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, any other Person or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmaturedPersons could also withdraw money therefrom; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer LC Issuing Banks, the Swing Line Banks and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender pursuant to this Agreement as to which it exercised such right of setoff. The rights of each Lender, Swing Line Bank and LC Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or LC Issuing Bank may have in law or in equity. Each Lender, Swing Line Bank and LC 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Xxxxxxx], after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Lender or affiliate, any such Affiliate or participant to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuerthe Issuing Lender, Affiliate or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsparticipant, irrespective of whether or not (a) that such Lender, L/C IssuerIssuing Lender, Affiliate or subsequent holder participant shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any such Obligations of them, the Borrower may be contingent or unmatured; unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.10 [Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Xxxxxx 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; and

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationLender Party, and each of their respective affiliates, its Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Legal Requirement, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender Party or affiliate, any such Affiliate to or for the credit or the account of the Applicable Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of such Borrower now or hereafter existing under this Agreement or any other Credit Document to that Lender, L/C Issuer, such Lender Party or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsAffiliate, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender Party or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, or any of them, such Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender Party or Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Applicable Administrative Agent for further application in accordance with the provisions of Section 1.14 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Applicable Administrative Agent, the L/C Issuer Issuing Lenders, the Swingline Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Applicable Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Administrative Agent, each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender, such Issuing Lender or their respective Affiliates may have. Each Lender and each Issuing Lender agrees to notify the Applicable Borrower and the Applicable 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, the L/C Issuer, Issuer or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of set-off) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held held, and other obligations (in whatever currency) at any time owing, by such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that Lender, L/C Issuer, such Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsits respective Affiliates, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office or Affiliate of such Lender or the L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Guarantor, whether Credit Party now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Credit Document to that such Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of such Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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, the Issuing Bank or their respective Affiliates may have. Each of the Lenders and the Issuing Bank agrees to notify the 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice time to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the respective Borrower any other Loan Party against any and all of the obligations of such Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of hereafter existing under this Agreement or any other Loan Document to such Lender or the Obligations then due to that Lender, L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office or Affiliate of such Lender or the L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Each Grantor hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to the Borrower such Grantor or such Guarantor or to any other PersonGrantor, any such notice being hereby expressly waivedwaived by each Grantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Borrower Administrative Agent or such Guarantor, whether or not maturedLender may elect, against and on account of the Obligations then due obligations and liabilities of such Grantor to that Lenderthe Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Credit Agreement, any other Loan DocumentsDocument or otherwise, includingas the Administrative Agent or such Lender may elect, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in the event that any Defaulting . The Administrative Agent and each Lender shall exercise notify such Grantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further or such Lender of the proceeds thereof, provided that (a) the failure to give such notice shall not affect the validity of such set-off and application and (b) to the extent prohibited by applicable law as described in accordance the definition of “Excluded Swap Obligations,” no amounts received from, or set off with the provisions of Section 1.14 andrespect to, pending such payment, any Guarantor shall be segregated by applied to any Excluded Swap Obligations of such Defaulting Lender from its other funds and deemed held in trust for the benefit Guarantor. The rights of the Administrative AgentAgent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, the L/C Issuer and the Lenders and (ywithout limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, Issuing Bank and each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor any Loan Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, to set-the fullest extent permitted by Applicable Law, to set off and to appropriate and to apply any and all deposits (general or specialother than those in a special purpose account, includingsuch as a payroll, but not limited totrust, indebtedness evidenced by certificates of deposit, whether matured or unmatured, tax and in whatever currency denominated, but not including trust accountsfiduciary account) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lendersuch Lender or such Issuing Bank, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims Letters of any nature or description arising out of or connected with the Loan DocumentsCredit and participations therein, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder such Issuing Bank shall have made any demand hereunder under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans and or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 9 Article II and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 Sections 2.15 and 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and the Lenders Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender, or such Issuing Bank or Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements Law and not by way of limitation of any such rights, upon the occurrence of and during the continuance of any Event of Default, with Default (after the prior written consent giving of any notice and the Administrative Agentexpiration of any grace period contained in the definition thereof), each Lender, the L/C Issuer, each of its Affiliates and each subsequent holder of any Obligation, and each of their respective affiliates, Note is hereby authorized by the Borrower and each Guarantor Company at any time or from time to time, without notice to the Borrower or such Guarantor Company, or to any other Person, any such notice being hereby expressly waived, to set-set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, unmatured but not including trust accounts) and any other indebtedness at any time held or owing by that LenderLender or Affiliate (including, L/C Issuerwithout limitation, branches or agencies of such Lender or Affiliate wherever located) or that subsequent holder, or affiliate, holder to or for the credit or the account of the Borrower or Company and to apply any such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected amounts in accordance with the Loan Documents, provisions of Section 2.11 irrespective of whether or not (a) that Lender, L/C Issuer, Affiliate or that subsequent holder shall have made any demand hereunder and whether or (b) the principal of not such deposits or the interest on the Loans other indebtedness are otherwise fully secured and other amounts due hereunder shall have become due that Lender, Affiliate and payable pursuant subsequent holder is hereby irrevocably authorized to Section 9 permit such setoff and although said obligations and liabilitiesappropriation; provided, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, the L/C Issuer, Issuer or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender and the L/C Issuer is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, such Lender or the L/C Issuer, subsequent holder, or affiliate, Issuer to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch office of such Lender or the L/C Issuer different from the branch office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and the L/C Issuer under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the L/C Issuer may have. Each Lender and the L/C Issuer 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. Notwithstanding the provisions of this Section 11.08, if at any time any Lender or the L/C Issuer maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements case a Termination Event shall occur and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agentbe continuing, each LenderLender and, to the fullest extent permitted by Law, the L/C Issuer, each subsequent holder of any Obligationassignment of a Lender’s rights hereunder shall each have the right, in addition to all other rights and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time remedies available to timeit, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedBorrower, to set-off against and to appropriate and apply to apply any amount owing by the Borrower hereunder which has become due and payable, any debt owing to, and any other funds held in any manner as provided for in this Agreement for the account of, the Borrower by a Lender or by any holder of any assignment, including all deposits funds in all deposit accounts maintained pursuant to this Agreement (whether time or demand, general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisionally credited or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holderfinally credited, or affiliateotherwise), to now or for the credit or the account of hereafter maintained by the Borrower with a Lender or such Guarantor, a Facility Agent. Such right shall exist whether or not maturedsuch debt owing to, against or funds held for the account of, the Borrower is or are matured other than by operation of this Section 9.15 and on account regardless of the Obligations then due to that Lender, L/C Issuer, existence or subsequent holder under the Loan Documents, including, but not limited to, all claims adequacy of any nature or description arising out of or connected with the Loan Documentscollateral, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, guaranty or any other security, right or remedy available to any Lender or any holder. Each Facility Agent agrees that if its Lender Group shall, by reason of themany of its related Lenders exercising any right of set-off or counterclaim or otherwise receive payment of a portion of the Outstanding Borrowings which exceeds such Lender Group’s percentage of the Outstanding Borrowings, such Facility Agent shall, on behalf of its Lender Group, purchase participations (and each Committed Lender in such Facility Agent’s Lender Group shall immediately reimburse the Facility Agent based on its Liquidity Percentage) in the portion of the Outstanding Borrowings funded by each other Lender Group, and such other adjustments shall be made, as may be contingent or unmatured; provided required so that all reductions in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off Outstanding Borrowings shall be paid over immediately to shared by the Administrative Agent for further application Lender Groups ratably in accordance with the provisions of Section 1.14 and, pending such payment, their respective aggregate Commitments. Nothing in this Agreement shall be segregated by such Defaulting Lender from its deemed a waiver or prohibition or restriction of any Lender’s or any holder’s rights of set-off or other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffrights under applicable Law.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Lender, and each of their respective affiliates, Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.5 is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Lender or affiliate, any such Affiliate or participant to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuerthe Issuing Lender, Affiliate or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsparticipant, irrespective of whether or not (a) that such Lender, L/C IssuerIssuing Lender, Affiliate or subsequent holder participant shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, such Obligations of the Borrower or any of them, such Loan Party may be contingent or unmatured; unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Xxxxxx 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; and

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with the prior written consent of the Administrative Agentand subject in all respects to Section 2.14, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that such Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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, the Issuing Bank or their respective Affiliates may have. Each of the Lenders 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.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements Lenders and not the L/C Issuer provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder Issuer and any Affiliate of any Obligation, and each of their respective affiliates, Lender or the L/C Issuer is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower Company or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Company (on its own behalf and on behalf of each Borrower) to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, and in whatever currency denominated, but not including trust accountsfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by that by, such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, such Affiliate to or for the credit or the account of the Borrower or respective Borrowers against any and all Obligations owing to such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, the L/C IssuerIssuer or such Affiliate hereunder or under any other Loan Document, now or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or owed to a branch or office or Affiliate of such Lender or the L/C Issuer or denominated in a currency different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and the L/C Issuer agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, each L/C Issuer 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 Domestic Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Guarantor, whether Credit Party now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Credit Document to that Lender, such Lender or such L/C Issuer, or subsequent holder under Issuer (it being understood and agreed that the Loan Documents, including, but not limited to, all claims right of any nature or description arising out set off granted hereunder with respect to the Canadian Borrower may be exercised only up to the aggregate amount of or connected with the Loan DocumentsCanadian Obligations), irrespective of whether or not (a) that Lender, such Lender or such L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrowers or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Domestic Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agents and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Agents a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrowers and the Administrative Agents 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Each Guarantor hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default pursuant to Section 9 of the Credit Agreement shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the Obligations then due obligations and liabilities of such Guarantor to that Lenderthe Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Credit Agreement or any other Loan DocumentsDocument, includingas the Administrative Agent or such Lender may elect, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided that in the event that any Defaulting . The Administrative Agent and each Lender shall exercise notify such Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding the foregoing, to the extent prohibited by applicable law as described in accordance the definition of “Excluded Swap Obligation,” no amounts received from, or set off with the provisions of Section 1.14 andrespect to, pending such payment, any Guarantor shall be segregated by applied to any Excluded Swap Obligations of such Defaulting Lender from its other funds and deemed held in trust for the benefit Guarantor. The rights of the Administrative AgentAgent and each Lender under this Section 4.6 are in addition to other rights and remedies (including, the L/C Issuer and the Lenders and (ywithout limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice after obtaining the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, in whatever currency, but not limited tospecifically excluding accounts used for payroll, indebtedness evidenced by certificates of deposittrust and tax withholdings and other Excluded Accounts (as defined in the Security Agreement and the Canadian Security Agreement, whether matured or unmatured, and in whatever currency denominated, but not including trust accountsas applicable)) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Parent Borrower or any other Loan Party against any and all of the obligations of the Parent Borrower or such Guarantor, whether Loan Party now or not matured, against and on account of the Obligations hereafter existing under this Agreement or any other Loan Document then due and owing to that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) any other Loan Document and although such obligations of the principal Parent Borrower or such Loan Party are owed to a branch or office or Affiliate of such Lender or the interest L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilitiessuch indebtedness; provided, or any of themthat, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent Agents for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgents, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Parent Borrower and the Agents 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of any Borrower or any Guarantor against any and all of the obligations of such Borrower or such Guarantor, whether Guarantor now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, such L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Guarantor may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 8.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuers, and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agree to notify the 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender or affiliate, any such Affiliate to or for the credit or the account of the any Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the 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.

Set-Off. In addition (1) If the Borrower must perform its obligations to any rights now the Agent or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightseach Lender due to maturity, upon the occurrence of any Event of Defaultprepayment, with the prior written consent acceleration of the Administrative Agent, each Lendermaturity or any other event, the L/C IssuerAgent or such Lender may (i) notwithstanding anything provided in Article 15(1), each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized set off the obligations owing by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower Agent or such Guarantor Lender under this Agreement which is then due and payable against obligations under deposits, obligations under insurance or other obligations owing by the Agent or such Lender to any other Personthe Borrower, any as the case may be, irrespective of the due date for such notice being hereby expressly waivedobligations, to the extent that such shall not constitute breach of any Laws and Ordinances, and (ii) receive the refund of various deposits on behalf of the Borrower and apply such funds to the repayment of obligations without any prior notice or prescribed procedures. In case such set-off or application to the payment takes place, the calculation of the interest, Break Funding Costs, default interest, etc. with respect to the claims and to appropriate obligations shall be made as if such claims and to apply any and all deposits (general obligations terminated as of the date on which such calculation is implemented. The interest rates or special, including, but not limited to, indebtedness evidenced by certificates other rates shall comply with the provisions of deposit, whether matured the relevant agreements for such interest rates or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or rates. As for the credit exchange rate, the rate at the time when the calculation is implemented and as reasonably determined by the Agent or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off Lenders shall be paid over immediately to applied. In such cases, the Administrative Agent for further application funds shall be applied in accordance with the provisions of Section 1.14 andArticle 15(3) and (4). In case a set-off takes place pursuant to this Article 20(1), pending such paymentLender shall notify the Agent thereof in writing without delay. (2) The Borrower may, only if there is a necessity for preservation of its claim, notwithstanding anything provided in Article 15(1), set off its claim under deposits or other claim which is then due and payable by a Lender or the Agent against its obligation owed to such Lender or the Agent under this Agreement which is then due and payable. In this case, the Borrower shall notify such Lender or the Agent of such set-off in writing and forthwith send to such Lender or the Agent the instruments and passbooks, with a signature affixed thereto, evidencing the obligations under the deposits or other obligations which are offset. In case such set-off takes place, the calculation of the interest, Break Funding Costs, default interest, etc. with respect to the claims and obligations shall be segregated by made as if such Defaulting claims and obligations terminated as of the date on which such notice reaches such Lender from its or the Agent. The interest rates or other funds and deemed held in trust rates shall comply with the provisions of the relevant agreements for such interest rates or other rates. As for the benefit of the Administrative Agentexchange rate, the L/C Issuer rate at the time when the calculation is implemented and as reasonably determined by the Lenders Agent or such Lender shall be applied. In such cases, the funds shall be applied in accordance with the provisions of Article 15(3) and (y) the Defaulting Lender shall provide promptly 4). In case an application to the Administrative payment takes place pursuant to this Article 20(2), the Borrower shall notify the Agent a statement describing thereof in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffwriting without delay.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Each Guarantor hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the Obligations then due obligations and liabilities of such Guarantor to that Lenderthe Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Credit Agreement, any other Loan DocumentsDocument or otherwise, includingas the Administrative Agent or such Lender may elect, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; provided provided, that to the extent prohibited by applicable law as described in the event that definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect to, any Defaulting Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The Administrative Agent and each Lender shall exercise notify such Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with or such Lender of the provisions proceeds thereof, provided that the failure to give such notice shall not affect the validity of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit application. The rights of the Administrative AgentAgent and each Lender under this Section 3.6 are in addition to other rights and remedies (including, the L/C Issuer and the Lenders and (ywithout limitation, other rights of set-off) the Defaulting Lender shall provide promptly to which the Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender Party and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, L/C Issuer, subsequent holder, such Lender Party or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentssuch Lender Party, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder such Lender Party shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, or of any of them, Credit Party may be contingent or unmatured; provided that in 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. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Lender Parties and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender Parties and their respective Affiliates 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.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice time to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or by, and other obligations (in whatever currency) at any time owing by that by, such Lender, the L/C Issuer, subsequent holder, Issuer or affiliateany such Affiliate, to or for the credit or the account of the Borrower or respective Loan Parties against any and all Obligations owing to such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuer or subsequent holder Affiliate shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 3.08(a)(ii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuer, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees promptly to notify Anixter and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, each L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such GuarantorLoan Party (including, whether or not maturedfor the avoidance of doubt, against and on account the obligations of the Obligations then due Company in its capacity as Guarantor) now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or such L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of such Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuers and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuers or their respective Affiliates may have. Each Lender and the L/C Issuers agree to notify the Company 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.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Lender is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower Company or such Guarantor or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Company (on its own behalf and on behalf each Loan Party) to the fullest extent permitted by Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower Company or such Guarantorany other Loan Party, whether or not maturedsubject to the restrictions set forth in Section 2.14(b) with respect to Foreign Subsidiaries, against any and on account of the all Obligations then due owing to that Lendersuch Lender hereunder or under any other Loan Document, L/C Issuer, now or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder such Lender shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of or such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender and its Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way remedies of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of each Lender and the Administrative Agent, each LenderAgent provided by this Agreement and by law, the L/C Issuer, each subsequent holder of any Obligation, Administrative Agent and each of their respective affiliates, is hereby authorized by Lender shall have the Borrower and each Guarantor at any time or from time to timeright, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by each Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower under this Agreement or any other Loan Document (whether at the stated maturity, by acceleration or otherwise) to set-off and to appropriate and to apply against such amount any and all Property and deposits (general or special, includingtime or demand, but not limited toprovisional or final), indebtedness evidenced by certificates of depositin any currency, and any other credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderthe Administrative Agent, L/C Issuer, subsequent holder, such Lender or affiliate, any Affiliate thereof to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan DocumentsBorrower, irrespective of whether the Administrative Agent or not (a) that Lender, L/C Issuer, or subsequent holder such Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or of any of them, Borrower may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right unmatured or are owed to a branch or office of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with or such Lender different from the provisions branch or office holding such deposit or obligated on such Indebtedness. Each Lender may set-off cash, the proceeds of Section 1.14 and, pending the liquidation of any Collateral and all other sums or obligations owed by the Administrative Agent or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit or any of their Affiliates to any Borrower against all of any Borrower’s obligations to the Administrative Agent, such Lender or any of their Affiliates, whether under this Agreement, any other Loan Document or under any other agreement between the L/C Issuer parties or between any Borrower and the Lenders and (y) the Defaulting Lender shall provide promptly Administrative Agent or any Lender, or otherwise, without prejudice to the Administrative Agent’s, any Lender’s or any of their Affiliate’s right to recover any deficiency. Each Lender and the Administrative Agent a statement describing in reasonable detail agrees promptly to notify each Borrower after any such set-off and application made by such Lender or the Obligations owing Administrative Agent; provided, that the failure to give such Defaulting Lender notice shall not affect the validity of such set-off and application. All amounts set off pursuant to this Section 10.16 shall be applied pursuant to Section 2.04(d) or Section 9.01(d), as to which it exercised such right of setoffapplicable.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender may at any time or and from time to time, to the extent permitted by applicable law, without notice to the Borrower or such Guarantor or but subject to the provisions of Section 10.3 hereof (any other Person, any requirement for such notice being hereby expressly waivedwaived by the Borrower), setoff and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to set-off and to appropriate and to apply such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account any property of the Obligations then due Borrower from time to that time in possession of such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, such deposits held or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or unmaturedany Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to the Agent and the Borrower of the occurrence thereof; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of the Borrower under this Agreement. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or the L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or the L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Parent 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice after obtaining the prior written consent of the Required Lenders, to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, the L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that such Lender, the L/C Issuer, Issuer or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentssuch Affiliates, irrespective of whether or not (a) that such Lender, the L/C Issuer, Issuer or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under applicable Law. Each Lender and the L/C Issuer 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. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any (a) If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, each Issuing Bank, the L/C Issuer, each subsequent holder of any Obligation, Swingline Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuersuch Issuing Bank, subsequent holder, the Swingline Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuersuch Issuing Bank, the Swingline Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentssuch Affiliate, irrespective of whether or not (a) that such Lender, L/C Issuersuch Issuing Bank, the Swingline Lender or subsequent holder any such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender, such Issuing Bank, the Swingline Lender or any such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, each Issuing Bank, the L/C Issuer Swingline Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank, the Swingline Lender or their respective Affiliates may have. Each Lender, each Issuing Bank and the Swingline Lender agrees to notify the Borrower and the 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. (b) In addition to clause (a) above, with respect to any principal or interest payment, fee, or any other cost or expense (including legal fees and expenses), due and payable to the Agent, any Issuing Bank or the Lenders under the Loan Documents, the Borrower hereby irrevocably authorizes and directs the Agent to debit any deposit account of the Borrower with the Agent (as one of the Lenders) in an amount such that the aggregate amount debited from all such deposit accounts does not exceed such payment, fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the amount of the payment, fee or other cost or expense then due, such debits will be reversed (in whole or in part, in the Agent’s sole discretion) and such amount not debited shall be deemed to be unpaid.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, such Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Guarantor, whether Credit Party now or not matured, against and on account of the Obligations then due hereafter existing under this Agreement or any other Credit Document to that such Lender, L/C Issuer, such Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, such Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of such Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each of the Lenders and the Issuing Banks agrees to notify the 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.5, after obtaining the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Lender or affiliate, any such Affiliate or participant to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Loan Party against any and on account all of the Obligations then due of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that such Lender, L/C Issuerthe Issuing Lender, Affiliate or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsparticipant, irrespective of whether or not (a) that such Lender, L/C IssuerIssuing Lender, Affiliate or subsequent holder participant shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, such Obligations of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 5.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section 10.2 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing 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; and

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by Applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that such Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, the Issuing Bank or subsequent holder such Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedun-matured or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the 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, the Issuing Bank or their respective Affiliates may have. Each of the Lenders 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.

Set-Off. In addition Each Guarantor hereby irrevocably authorizes the Collateral Agent, each Administrative Agent and each Lender at any time and from time to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, time upon the occurrence and continuation of any an Event of Default, with the prior written consent Default pursuant to Section 7(a) of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to timeCredit Agreements, without notice to the Borrower or such Guarantor or to Grantor or any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lenderthe Collateral Agent, L/C Issuer, subsequent holder, such Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany part thereof in such amounts as the Collateral Agent, such Administrative Agent or such Lender may elect, against and on account of the Obligations then due obligations and liabilities of such Guarantor to that Lenderthe Collateral Agent, L/C Issuersuch Administrative Agent or such Lender hereunder and claims of every nature and description of the Collateral Agent, such Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Collateral Agent, such Administrative Agent, or subsequent holder under the Loan Documentssuch Lender may elect, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lenderthe Collateral Agent, L/C Issuer, either Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured; . The Collateral Agent, each Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent, such Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, each Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off), which the event that any Defaulting Collateral Agent, such Administrative Agent or such Lender shall may have. Any amounts received by the Lenders through the exercise any such right of setoff, (x) all amounts so set the rights of set-off provided for in this Section 8.6 shall be paid over immediately subject to the Administrative Agent for further application in accordance with the provisions sharing requirements of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 9.7 of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as Credit Agreements to which it exercised such right of setoffeach Guarantor hereby expressly consents.

Set-Off. In addition to any other rights now and remedies that such Lender or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rightsL/C Issuer may have, upon the occurrence and during the continuance of any an Event of Default, with the prior written consent of the Administrative Agent, each Lender, the Lender and each L/C Issuer, each subsequent holder of any Obligation, Issuer and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by each Borrower, to set-the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that Lender, such Lender or such L/C Issuer, subsequent holder, or affiliate, Issuer to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or such L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, such Borrower may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and each L/C Issuer agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or such L/C Issuer; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Lender and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held held, and other obligations (in whatever currency) at any time owing, by such Lender or owing by that Lender, L/C Issuer, subsequent holder, or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against any and on account all of the Obligations then due obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to that Lender, L/C Issuer, such Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsits respective Affiliates, irrespective of whether or not (a) that Lender, L/C Issuer, such Lender or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, or any of them, the Borrower may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Lender, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Legal Requirement, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that the Administrative Agent, such Lender, L/C Issuer, subsequent holder, the Issuing Lender or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any Credit Party against any and on account all of the Obligations then due obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that the Administrative Agent, such Lender or the Issuing Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lenderthe Administrative Agent, L/C Issuer, such Lender or subsequent holder the Issuing Lender shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, or of any of them, Credit Party may be contingent or unmaturedunmatured or are owed to a branch or office of the Administrative Agent, such Lender or such Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Lender, the Swing Line Lender and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. The rights of each Lender Party and its Affiliates under this Section 7.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or Affiliates 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..

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, any L/C Issuer 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, each Lender, Agent (which consent shall only be withheld for the L/C Issuer, each subsequent holder purpose of preventing any triggering of any Obligationapplicable “single action” laws), and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, any L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or any L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or any L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or any L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoffsetoff hereunder, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, any L/C Issuer, the Swing Line Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, any L/C Issuer or their respective Affiliates may have. Each Lender and any L/C Issuer 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.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault shall have occurred and be continuing, with each Lender, each L/C Issuer 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, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable Law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by that such Lender, such L/C Issuer, subsequent holder, Issuer or affiliate, any such Affiliate to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Loan Party against any and on account all of the Obligations then due obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to that Lender, such Lender or such L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, such Lender or such L/C Issuer, or subsequent holder Issuer shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said such obligations and liabilities, of the Borrower or any of them, such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer 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

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of Each Guarantor hereby irrevocably authorizes the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Agent and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender at any time or and from time to timetime while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to the Borrower or such Guarantor or to any other PersonGuarantor, any such notice being hereby expressly waivedwaived by each Guarantor, to set-off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final), in any currency, and any other credits, indebtedness evidenced by certificates of depositor claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, the Administrative Agent or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not maturedany part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the Obligations then due obligations and liabilities of such Guarantor to that Lenderthe Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, L/C Issuerin any currency, or subsequent holder whether arising hereunder, under the Credit Agreement, any other Loan DocumentsDocument or otherwise, includingas the Administrative Agent or such Lender may elect, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, the Administrative Agent or subsequent holder shall have any Lender has made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 for payment and although said obligations such obligations, liabilities and liabilities, or any of them, claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof; provided that (a) the failure to give such notice shall not affect the validity of such set-off and application and (b) to the extent prohibited by applicable law as described in the event that definition of “Excluded Swap Obligations,” no amounts received from, or set-off with respect to, any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off Guarantor shall be paid over immediately applied to any Excluded Swap Obligations of such Guarantor. The rights of the Administrative Agent for further application and each Lender under this Section 3.6 are in accordance with the provisions addition to other rights and remedies (including, without limitation, other rights of Section 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (yset-off) the Defaulting Lender shall provide promptly to which the Administrative Agent a statement describing in reasonable detail the Obligations owing to or such Defaulting Lender as to which it exercised such right of setoffmay have.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of Default, with the prior written consent of the Administrative AgentDefault shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any ObligationIssuing Bank, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, L/C Issuer, subsequent holder, such Issuing Bank or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations obligations of the Borrower or the other Credit Parties now or hereafter existing under this Agreement or any other Credit Document and then due owing to that Lender, L/C Issuer, such Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature Issuing Bank or description arising out of or connected with the Loan Documentstheir respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, Issuing Bank or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) any other Credit Document and although such obligations of the principal of Borrower or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, Credit Parties may be contingent or unmaturedunmatured or owed to a branch, office or Affiliate of such Lender or Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Issuing Bank, and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and 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.

Set-Off. In addition to any rights now or hereafter granted under and remedies of the Loan Documents or applicable Legal Requirements and not Lenders provided by way of limitation of any such rightslaw, upon the occurrence of any if an Event of Default, with Default exists or the prior written consent of the Administrative AgentLoans have been accelerated, each Lender, the L/C Issuer, each subsequent holder of any Obligation, Issuing Bank and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without prior notice to the Borrower or such Guarantor or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by the Borrower to the fullest extent permitted by law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) at any time held by, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that by, such Lender, L/C Issuer, subsequent holder, the Issuing Bank or affiliate, any such Affiliate to or for the credit or the account of the Borrower or against any and all Obligations owing to such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, the Issuing Bank or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature such Affiliate now or description arising out of or connected with the Loan Documentshereafter existing, irrespective of whether or not (a) that Lenderthe Agent, L/C Issuer, such Lender or subsequent holder the Issuing Bank shall have made demand under this Agreement or any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 Loan Document and although said obligations and liabilities, or any of them, such Obligations may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any If an Event of DefaultDefault under 8.1(a), with the prior written consent of the Administrative Agent8.1(f) or 8.1(g) or (b) shall have occurred and be continuing, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, Affiliates is hereby authorized by the Borrower and each Guarantor at any time or and from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waivedfullest extent permitted by applicable law, to set-set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accountscurrency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by that such Lender, L/C Issuer, subsequent holder, or affiliateany such Affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, any other Credit Party against any and on account all of the Obligations then due obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to that Lender, L/C Issuer, such Lender or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documentsits respective Affiliates, irrespective of whether or not (a) that such Lender, L/C Issuer, or subsequent holder Affiliate shall have made any demand hereunder under this Agreement or (b) the principal of or the interest on the Loans and any other amounts due hereunder shall have become due and payable pursuant to Section 9 Credit Document and although said such obligations and liabilities, of the Borrower or any of them, such Credit Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.14 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer Agent and the Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon Upon the occurrence and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor Lender may at any time or and from time to time, without notice to the Borrower or such Guarantor or Borrowers but subject to the provisions of Section 10.3 hereof (any other Person, any requirement for such notice being hereby expressly waivedwaived by the Borrowers), setoff and apply against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement, whether owing to set-off and to appropriate and to apply such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured, final) at any time held and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, such Lender to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against applicable Borrowers and on account any property of the Obligations then due applicable Borrowers from time to that time in possession of such Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, such deposits held or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or unmaturedany Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to the applicable Agent and the applicable Borrowers of the occurrence thereof; provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative applicable Agent for further application in accordance with the provisions of Section 1.14 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative applicable Agent, the L/C Issuer applicable Issuing Lender and the Lenders applicable Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative applicable Agent a statement describing in reasonable detail the Obligations Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The US Borrowers hereby grant to the US Lenders and the US Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of the US Borrowers under this Agreement and the Canadian Borrower hereby grants to the Canadian Lenders and the Canadian Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of the Canadian Borrowers under this Agreement. The rights of each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.